Common use of Obligations Unconditional Clause in Contracts

Obligations Unconditional. The obligations of the Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or any other agreement or instrument referred to 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 (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made)). The Guarantor agrees that this Guaranty may be enforced by any Secured Party 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 the Notes or any other of the Loan Documents or any Collateral, if any, hereafter securing the Guaranty Obligations or otherwise and the Guarantor hereby waives the right to require the Administrative Agent or the Lender to make demand on or proceed against any Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender to pursue any other remedy or enforce any other right. The Guarantor further agrees that nothing contained herein shall prevent any Secured Party from suing on the Notes or any of the other Loan Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateral, if any, securing the Guaranty Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateral; it being the purpose and intent of the Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the Guarantor’s obligations under this 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 Credit Party or by reason of the bankruptcy, insolvency or analogous procedure of any Credit Party. The Guarantor waives any and all notice of the creation, renewal, extension accrual or increase of any of the Guaranty Obligations and notice of or proof of reliance by any Secured Party on this Guaranty or acceptance of this Guaranty. The Guaranty Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Credit Parties, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligations.

Obligations Unconditional. The obligations of the Guarantor hereunder each Seller under this Section 1.12 are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Transaction Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Guarantor Each Seller agrees that this Guaranty Section 1.12 may be enforced by any Secured Party the Purchaser Parties without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Transaction Documents or any Collateral, if any, collateral hereafter securing the Guaranty Obligations of a Seller or otherwise otherwise, and the Guarantor each Seller hereby waives the right to require the Administrative Agent or the Lender any Purchaser Party to make demand on or proceed against any Borrower Party Seller, any Servicer, any Originator or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender any Purchaser Party to pursue any other remedy or enforce any other right. The Guarantor Each Seller further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Other Seller or any other guarantor of any Seller’s Obligations for amounts paid under this Section 1.12 until the Final Payout Date. Each Seller further agrees that nothing contained herein shall prevent any Secured Purchaser Party from suing on the Notes or any of the other Loan Transaction Documents or foreclosing its or their, as applicable, security interest in or Lien lien on any Collateral, if any, collateral securing the Guaranty Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan DocumentsTransaction Document, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Guarantorsuch Seller’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the Guarantor each Seller that its obligations hereunder under this Section 1.12 shall be absolute, independent and unconditional under any and all circumstances. Neither the Guarantorany Seller’s obligations under this Guaranty Section 1.12 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 the Other Seller, of any Credit Party Servicer or of any Originator or by reason of the bankruptcybankruptcy or insolvency of the Other Seller, insolvency or analogous procedure of any Credit PartyServicer or of any Originator. The Guarantor Each Seller waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Obligations of the Other Seller and notice of or proof of reliance by any Secured Purchaser Party on the guarantees set forth in this Guaranty Section 1.12 or acceptance of this Guarantythereof. The Guaranty Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this GuarantySection 1.12. All dealings between any Seller (or any of its Affiliates, including the Credit Partiesinitial Servicers and the Originators), on the one hand, and the Secured Purchaser Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this GuarantySection 1.12. The Guarantor Each Seller hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any subordinates to the Obligations of the followingOther Seller all debts, liabilities and other obligations, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification direct, indirect, primary, secondary, several, joint and expense reimbursement obligations)): (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 several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the exercise or enforcement ofOther Seller, any claim or demand Servicer, any Originator or any right, power or remedy with respect to the Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligationstheir respective Affiliates.

Obligations Unconditional. The obligations of the Guarantor hereunder Guarantors under Section 10.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents Documents, Secured Cash Management Agreements or Secured Hedge Agreements, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by Applicable applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made)). The Guarantor agrees that this Guaranty may be enforced by any Secured Party 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 the Notes or any other of the Loan Documents or any Collateralguarantor, if any, hereafter securing the Guaranty Obligations or otherwise and the Guarantor hereby waives the right to require the Administrative Agent or the Lender to make demand on or proceed against any Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender to pursue any other remedy or enforce any other right. The Guarantor further agrees that nothing contained herein shall prevent any Secured Party from suing on the Notes or any of the other Loan Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateral, if any, securing the Guaranty Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateral; it being the purpose and intent of this Section 10.02 that the Guarantor that its obligations of the Guarantors hereunder shall be absolute, independent absolute and unconditional under any and all circumstances. Neither Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Guarantor’s obligations Borrower or any other Guarantor for amounts paid under this Guaranty nor Article X until such time as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any remedy for one or more of the enforcement thereof following shall be impaired, modified, changed not alter or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of impair the liability of any Credit Party Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or by reason from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the bankruptcyObligations shall be extended, insolvency or analogous procedure of such performance or compliance shall be waived; (b) any Credit Party. The Guarantor waives any and all notice of the creation, renewal, extension accrual or increase acts mentioned in any of the provisions of any of the Guaranty Loan Documents, any Secured Cash Management Agreement or Secured Hedge Agreement between any Loan Party and any Secured Party, or any Affiliate of a Secured Party, or any other agreement or instrument referred to in the Loan Documents, such Secured Cash Management Agreements or Secured Hedge Agreements shall have been performed or shall have not been performed; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents, any Secured Cash Management Agreement or Secured Hedge Agreement between any Loan Party and notice any Secured Party, or any Affiliate of a Secured Party, or proof any other agreement or instrument referred to in the Loan Documents, such Secured Cash Management Agreements or Secured Hedge Agreements shall be waived or any other guarantee of reliance by any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, the Administrative Agent or any Secured Party on or Secured Parties as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices (other than notices expressly required to be given to such Guarantor under this Guaranty Agreement or acceptance of this Guaranty. The Guaranty Obligationsnotices required by, and unable to be waived under, applicable Law) whatsoever, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Credit Parties, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges requirement that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Secured Party exhaust any right, power or remedy with respect to or proceed against any Person under any of the Guaranty Obligations Loan Documents, any Secured Cash Management Agreement or Secured Hedge Agreement between any Loan Party and any Secured Party, or any agreement relating theretoAffiliate of a Secured Party, or with respect any other agreement or instrument referred to in the Loan Documents, such Secured Cash Management Agreements or Secured Hedge Agreements, or against any guaranty of or other security for the payment of the Guaranty Obligations, (B) Person under any waiver, amendment or modification other guarantee of, or any consent to departure fromsecurity for, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligations.. 10.03

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Credit Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty may be enforced by any Secured Party the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Credit Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any Borrower Party the Borrowers or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrowers or any other Guarantor of the Obligations for amounts paid under this Guaranty until such time as the Lenders have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Lenders from suing on the Notes or any of the other Loan Credit Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any of any Guarantor’s 's obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the any Guarantor’s 's obligations under this 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 release or limitation of the liability of any Credit Party the Borrowers or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit Partythe Borrowers. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Obligations and notice of or proof of reliance of by the Administrative Agent or any Secured Party on Lender upon this Guaranty Guarantee or acceptance of this GuarantyGuarantee. The Guaranty Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuarantyGuarantee. All dealings between the Credit PartiesBorrowers and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuarantyGuarantee. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any Guarantors further agree to all rights of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent off as set forth in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty ObligationsSection 11.2.

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents this Agreement, or any other agreement or instrument referred to thereinherein, 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 (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty guaranty may be enforced by any Secured Party the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes this Agreement or any other of the Loan Documents Document or any Collateralcollateral, if any, hereafter securing the Guaranty Guaranteed Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any Borrower Party other Guarantor or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (or any other guarantor of the Guaranteed Obligations) for amounts paid under this guaranty until such time as the Lenders have been paid in full, all Commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreement. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Lenders from suing in any jurisdiction on the Notes this Agreement or any of the other Loan Documents Document or foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Guaranteed Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, Agreement or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the a Guarantor’s obligations under this Guaranty guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever (i) by an impairment, modification, change, release, increase release or limitation of the liability of any Credit Party or other Guarantor, (ii) by reason of the bankruptcybankruptcy or insolvency of such other Guarantor, insolvency or analogous procedure (iii) by reason of the application of the laws of any Credit Partyforeign jurisdiction or (iv) by reason of the location of such other Guarantor in any foreign jurisdiction. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent or any Secured Party on Lender upon this Guaranty guaranty or acceptance of this Guarantyguaranty. The Guaranty Guaranteed Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantyguaranty. All dealings between the Credit PartiesParent Borrower and the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligationsguaranty.

Obligations Unconditional. The obligations of the Guarantor hereunder Guarantors under Section 4.1 are absolute joint and several, absolute, irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Credit Documents or Hedging Agreements, or any other agreement or instrument referred to thereintherein or relating thereto, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Credit Party Obligations, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made)). The Guarantor agrees that this Guaranty may be enforced by any Secured Party 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 the Notes or any other of the Loan Documents or any Collateralguarantor, if any, hereafter securing the Guaranty Obligations or otherwise and the Guarantor hereby waives the right to require the Administrative Agent or the Lender to make demand on or proceed against any Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender to pursue any other remedy or enforce any other right. The Guarantor further agrees that nothing contained herein shall prevent any Secured Party from suing on the Notes or any of the other Loan Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateral, if any, securing the Guaranty Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateral; it being the purpose and intent of this Section 4.2 that the Guarantor that its obligations of the Guarantors hereunder shall be absolute, independent irrevocable and unconditional under any and all circumstances. Neither Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Guarantor’s obligations Borrower or any other Guarantor for amounts paid under this Guaranty nor Section 4 until such time as the Lenders (and any remedy for the enforcement thereof shall be impaired, modified, changed or released Affiliates of Lenders entering into Hedging Agreements) have been paid in any manner whatsoever by an impairment, modification, change, release, increase or limitation full in respect of the liability of any all Credit Party or by reason of the bankruptcy, insolvency or analogous procedure of any Credit Party. The Guarantor waives any and all notice of the creation, renewal, extension accrual or increase of any of the Guaranty Obligations and notice of or proof of reliance by any Secured Party on this Guaranty or acceptance of this Guaranty. The Guaranty Obligations, all Commitments under this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements between any Consolidated Party and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Credit Parties, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification ofLender, or any consent to departure from, any Affiliate of a Lender. Without limiting the generality of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant theretoforegoing, or of any guaranty or other security for the Guaranty Obligationsit is agreed that, (C) to the fullest extent permitted by Applicable Lawlaw, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute, irrevocable and unconditional as described above and each Guarantor hereby waives any and all defenses that it may now or hereafter have arising out of any of the Guaranty Obligations, following or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable other event set forth in any respect, (D) the application of payments received from any source to the payment of indebtedness other than the Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligations.this Section 4.2:

Obligations Unconditional. The obligations of the Guarantor hereunder are absolute This Guarantee is absolute, unconditional and unconditional, irrevocable irrespective of the value, genuineness, validity, regularity regularity, legality or enforceability of the Securities or this Indenture or the obligations of the Company hereunder or thereunder, the absence of any action to enforce the same, any merger, consolidation, reorganization, winding-up or dissolution of the Company, any waiver or consent or other action by any Holder of the Securities or by the Trustee with respect to any provisions hereof or thereof, any release or amendment or waiver of any term of any other guarantee of, or consent to departure from any requirement of, any other guarantee of all or any of the Securities, the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the claims of the Trustee or any of the Holders for payment of any of the Loan Documents Securities, the obtaining of any judgment against the Company or any action to enforce the same, the failure of the Company to pay any fees to the Guarantor, or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Law, irrespective of any other circumstance circumstances whatsoever which might otherwise in any manner or to any extent constitute a legal or equitable discharge or defense of a surety or guarantor (other than available to the extent that Company or to a guarantor or vary the Obligations risk of the Guarantor. The Guarantee shall be continuing and remain in full force and effect and be binding upon the Guarantor and its successors and inure to the benefit of the Trustee and the Holders, until all obligations of the Company with respect to the Securities have been performed and indefeasiby paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))full, except as otherwise provided in this Article Eleven. The Guarantor agrees that Subject to Section 11.05, nothing contained in this Guaranty may be enforced by any Secured Party without Article Eleven or elsewhere in this Indenture or in the necessity at any time of resorting Securities is intended to or exhausting any other security or Collateral shall impair, as between the Guarantor and without the necessity at any time holders of having recourse the Securities, the obligation of the Guarantor, which is absolute, unconditional and irrevocable, upon failure by the Company, to pay to the Notes or any other Holders of the Loan Documents or any CollateralSecurities the principal of, if any, hereafter securing the Guaranty Obligations or otherwise and the Guarantor hereby waives the right to require the Administrative Agent or the Lender to make demand on or proceed against any Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender to pursue any other remedy or enforce any other right. The Guarantor further agrees that nothing contained herein shall prevent any Secured Party from suing on the Notes or any of the other Loan Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateral, if any, securing the Guaranty Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, or any other instrument of securitypremium, if any, and interest on the exercise Securities as and when the same shall become due and payable in accordance with their terms, without the necessity of action by the Trustee or any Holder, or is intended to or shall affect the relative rights of the aforesaid rights Holders of the Securities and the completion of any foreclosure proceedings shall not constitute a discharge creditors of the Guarantor’s obligations hereunder unless , nor shall anything herein or therein prevent the Obligations shall be paid Holder of any Security or the Trustee on their behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture. Without limiting the foregoing, nothing contained in full with this Article Eleven will restrict the proceeds of such security or Collateral; it being the purpose and intent right of the Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither Trustee or the Guarantor’s obligations under this 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 Holders of the liability of Securities to take any Credit Party or by reason of action to declare the bankruptcy, insolvency or analogous procedure of any Credit Party. The Guarantor waives any and all notice of the creation, renewal, extension accrual or increase of any of the Guaranty Obligations and notice of or proof of reliance by any Secured Party on this Guaranty or acceptance of this Guaranty. The Guaranty Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Credit Parties, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty Obligations, or any agreement relating thereto, at any time being found Security Guarantee to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source due and payable prior to the payment of indebtedness other than the Guaranty Obligations, even though the Administrative Agent might have elected Final Maturity pursuant to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 Section 6.02 or to pursue any extent vary the risk of the Guarantor as obligors in respect of the Guaranty Obligationsrights or remedies hereunder.

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents Credit Documents, or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty may be enforced by any Secured Party the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Credit Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Credit Party Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any the Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Credit Party Obligations for amounts paid under this Guaranty until such time as the Lenders have been paid in full and all Commitments under the Credit Agreement have been terminated. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Lenders from suing on the Notes or any of the other Loan Credit Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any of any Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the any Guarantor’s obligations under this 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 release or limitation of the liability of any Credit Party the Borrower or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit Partythe Borrower. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Credit Party Obligations and notice of or proof of reliance of by the Administrative Agent or any Secured Party on Lender upon this Guaranty or acceptance of this Guaranty. The Guaranty Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Credit PartiesBorrower and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any Guarantors further agree to all rights of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent off as set forth in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty ObligationsSection 11.2.

Obligations Unconditional. The obligations of the Guarantor hereunder each Seller under this Section 1.5 are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Transaction Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Guarantor Each Seller agrees that this Guaranty Section 1.5 may be enforced by any Secured Party the Collateral Agent, each Administrative Agent, the Purchasers, the Purchaser Agents and the other Affected Parties without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Transaction Documents or any Collateral, if any, collateral hereafter securing the Guaranty Obligations of a Seller or otherwise otherwise, and the Guarantor each Seller hereby waives the right to require the Administrative Agent or the Lender any Affected Party to make demand on or proceed against any Borrower Party Seller, Servicer, any Originator or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender any Affected Party to pursue any other remedy or enforce any other right. The Guarantor Each Seller further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the other Sellers or any other guarantor of any Seller’s Obligations for amounts paid under this Section 1.5 until the Final Payout Date. Each Seller further agrees that nothing contained herein shall prevent any Secured Affected Party from suing on the Notes or any of the other Loan Transaction Documents or foreclosing its or their, as applicable, security interest in or Lien lien on any Collateral, if any, collateral securing the Guaranty Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan DocumentsTransaction Document, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Guarantorsuch Seller’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the Guarantor each Seller that its obligations hereunder under this Section 1.5 shall be absolute, independent and unconditional under any and all circumstances. Neither the Guarantorany Seller’s obligations under this Guaranty Section 1.5 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 the other Sellers, of Servicer or of any Credit Party Originator or by reason of the bankruptcybankruptcy or insolvency of the other Sellers, insolvency of Servicer or analogous procedure of any Credit PartyOriginator. The Guarantor Each Seller waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Obligations of the other Sellers and notice of or proof of reliance by any Secured Affected Party on the guarantees set forth in this Guaranty Section 1.5 or acceptance of this Guarantythereof. The Guaranty Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this GuarantySection 1.5. All dealings between any Seller (or any of its Affiliates, including the Credit Partiesinitial Servicers and the Originators), on the one hand, and the Secured Affected Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this GuarantySection 1.5. The Guarantor Each Seller hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any subordinates to the Obligations of the followingother Sellers all debts, liabilities and other obligations, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification direct, indirect, primary, secondary, several, joint and expense reimbursement obligations)): (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 several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the exercise or enforcement ofother Sellers, Servicer, any claim or demand Originator or any right, power or remedy with respect to the Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligationstheir respective Affiliates.

Obligations Unconditional. The obligations of the Guarantor hereunder each Borrower under this Section 1.25 are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Transaction Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Guarantor Each Borrower agrees that this Guaranty Section 1.25 may be enforced by any the Administrator, the Group Agents and the other Secured Party without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Transaction Documents or any Collateral, if any, collateral hereafter securing the Guaranty Obligations of a Borrower or otherwise otherwise, and the Guarantor each Borrower hereby waives the right to require the Administrative Agent or the Lender any Secured Party to make demand on or proceed against any Borrower Party Borrower, any Servicer, any Originator or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender any Secured Party to pursue any other remedy or enforce any other right. The Guarantor Each Borrower further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the other Borrowers or any other guarantor of any Borrower’s obligations for amounts paid under this Section 1.25 until the Final Payout Date. Each Borrower further agrees that nothing contained herein shall prevent any Secured Party from suing on the Notes or any of the other Loan Transaction Documents or foreclosing its or their, as applicable, security interest in or Lien lien on any Collateral, if any, collateral securing the Guaranty Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan DocumentsTransaction Document, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Guarantorsuch Borrower’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the Guarantor each Borrower that its obligations hereunder under this Section 1.25 shall be absolute, independent and unconditional under any and all circumstances. Neither the Guarantorany Borrower’s obligations under this Guaranty Section 1.25 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 the other Borrowers, of any Credit Party Servicer or of any Originator or by reason of the bankruptcybankruptcy or insolvency of the other Borrowers, insolvency or analogous procedure of any Credit PartyServicer or of any Originator. The Guarantor Each Borrower waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Obligations obligations of the other Borrowers and notice of or proof of reliance by any Secured Party on the guarantees set forth in this Guaranty Section 1.25 or acceptance of this Guarantythereof. The Guaranty Obligationsobligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantees set forth in this GuarantySection 1.25. All dealings between any Borrower (or any of its Affiliates, including the Credit Partiesinitial Servicers and the Originators), on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this GuarantySection 1.25. The Guarantor Each Borrower hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any subordinates to the obligations of the followingother Borrowers all debts, liabilities and other obligations, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification direct, indirect, primary, secondary, several, joint and expense reimbursement obligations)): (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 several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Borrower by the exercise or enforcement ofother Borrowers, any claim or demand Servicer, any Originator or any right, power or remedy with respect to the Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligationstheir respective Affiliates.

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Credit Documents or any agreements giving rise to Hedging Obligations on the part of any Credit Party, or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty guaranty may be enforced by any Secured Party the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Credit Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Credit Party Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any the Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Credit Party Obligations for amounts paid under this guaranty until such time as the Lenders (and any Affiliates of Lenders entering into any agreement with any Credit Party giving rise to Hedging Obligations of such Credit Party) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Lenders from suing on the Notes or any of the other Loan Credit Documents or any agreements giving rise to Hedging Obligations on the part of any Credit Party or foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any of any Guarantor’s 's obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the any Guarantor’s 's obligations under this Guaranty 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 release or limitation of the liability of any Credit Party the Borrower or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit Partythe Borrower. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Credit Party Obligations and notice of or proof of reliance of by the Agent or any Secured Party on Lender upon this Guaranty Guarantee or acceptance of this GuarantyGuarantee. The Guaranty Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuarantyGuarantee. All dealings between the Credit PartiesBorrower and any of the Guarantors, on the one hand, and the Secured PartiesAgent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty ObligationsGuarantee.

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty may be enforced by any Secured Party the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Credit Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Credit Party Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any the Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Credit Party Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Lenders from suing on the Notes or any of the other Loan Credit Documents or any of the Hedging Agreements or foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any of any Guarantor’s 's obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its Guarantor's obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the any Guarantor’s 's obligations under this 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 release or limitation of the liability of any Credit Party the Borrower or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit Partythe Borrower. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Credit Party Obligations and notice of or proof of reliance by the Agent or any Secured Party on Lender upon this Guaranty Guarantee or acceptance of this GuarantyGuarantee. The Guaranty Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuarantyGuarantee. All dealings between the Credit PartiesBorrower and any of the Guarantors, on the one hand, and the Secured PartiesAgent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty ObligationsGuarantee.

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents this Agreement, or any other agreement or instrument referred to thereinherein, 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 (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty guaranty may be enforced by any Secured Party the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes Notes, this Agreement or any other of the Loan Documents Document or any Collateralcollateral, if any, hereafter securing the Guaranty Guaranteed Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any Borrower Party other Guarantor or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Each Guarantor further agrees 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (or any other guarantor of the Guaranteed Obligations) for amounts paid under this guaranty until such time as the Lenders have been paid in full, all commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreement. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Lenders from suing on the Notes Notes, this Agreement or any of the other Loan Documents Document or foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Guaranteed Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any Guarantor’s 's obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the a Guarantor’s 's obligations under this Guaranty 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 release or limitation of the liability of any Credit Party other Guarantor or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit Partysuch other Guarantor. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent or any Secured Party on Lender upon this Guaranty guaranty or acceptance of this Guarantyguaranty. The Guaranty Guaranteed Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantyguaranty. All dealings between the Credit PartiesBorrower and the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligationsguaranty.

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to thereinherein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty guaranty may be enforced by any Secured Party the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes Notes, the Agreement or any other of the Loan Credit Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Guaranteed Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any a Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against a Borrower or any other guarantor of the Guaranteed Obligations for amounts paid under this guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Agreement. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Lenders from suing on the Notes Notes, the Agreement or any other Credit Document or any of the other Loan Documents Hedging Agreements or foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Guaranteed Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any of a Guarantor’s 's obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the a Guarantor’s 's obligations under this Guaranty 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 release or limitation of the liability of any Credit Party a Borrower or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit Partya Borrower. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Guaranteed Obligations and notice of or proof of reliance of by an Agent or any Secured Party on Lender upon this Guaranty guaranty or acceptance of this Guarantyguaranty. The Guaranty Guaranteed Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantyguaranty. All dealings between the Credit PartiesBorrowers and any of the Guarantors, on the one hand, and the Secured PartiesAgents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligationsguaranty.

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty may be enforced by any Secured Party the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Credit Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Credit Party Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any the Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Credit Party Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Lenders from suing on the Notes or any of the other Loan Credit Documents or any of the Hedging Agreements or foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any of any Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the any Guarantor’s obligations under this 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 release or limitation of the liability of any Credit Party the Borrower or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit Partythe Borrower. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Credit Party Obligations and notice of or proof of reliance of by the Administrative Agent or any Secured Party on Lender upon this Guaranty Guarantee or acceptance of this GuarantyGuarantee. The Guaranty Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuarantyGuarantee. All dealings between the Credit PartiesBorrower and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuarantyGuarantee. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any Guarantors further agree to all rights of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent off and automatic debits as set forth in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty ObligationsSection 11.2.

Obligations Unconditional. The Guarantor agrees that the obligations of the Guarantor hereunder are irrevocable, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents Operative Agreements, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Company Obligations, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety surety, guarantor or guarantor (other than to co-obligor, it being the extent intent of this Section 8B.2 that the Obligations have been paid obligations of the Guarantor hereunder shall be absolute and performed in full (other than unconditional under any contingent indemnification and expense reimbursement obligations for which no claim has been made))all circumstances. The Guarantor agrees that this Guaranty Section 8B may be enforced by any Secured Party the Financing Parties without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes Notes, the Certificates or any other of the Loan Documents Operative Agreements or any Collateralcollateral, if any, hereafter securing the Guaranty Company Obligations or otherwise and the Guarantor hereby waives the right to require the Administrative Agent or the Lender Financing Parties to make demand on or proceed against any Borrower Party the Construction Agent, the Lessee or any other Person (including without limitation a co-guarantor) or to require the Administrative Agent or the Lender Financing Parties to pursue any other remedy or enforce any other right. The Guarantor further agrees that it hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Lessee and the Construction Agent or any other guarantor of the Company Obligations for amounts paid under this Section 8B until such time as the Loans, Holder Fundings, accrued but unpaid interest, accrued but unpaid Holder Yield and all other amounts owing under the Operative Agreements have been paid in full. Without limiting the generality of the waiver provisions of this Section 8B, the Guarantor hereby waives any rights to require the Financing Parties to proceed against the Construction Agent, the Lessee or any co-guarantor or to require Lessor to pursue any other remedy or enforce any other right, including without limitation, any and all rights under N.C. Gen. Stat. (S) 26-7 through 26-9. The Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Financing Parties from suing on the Notes or any of the other Loan Documents Operative Agreement or foreclosing its or their, as applicable, any security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Company Obligations or from exercising any other rights available to it or them, as applicable, under this Credit any Operative Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Guarantor’s 's obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances; provided that any amounts due under this Section 8B which are -------- paid to or for the benefit of any Financing Party shall reduce the Company Obligations by a corresponding amount (unless required to be rescinded at a later date). Neither the any Guarantor’s 's obligations under this Guaranty Section 8B 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 release or limitation of the liability of any Credit Party the Construction Agent or the Lessee or by reason of the bankruptcy, bankruptcy or insolvency of the Construction Agent or analogous procedure of any Credit Partythe Lessee. The Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Company Obligations and notice of or proof of reliance by any Secured Financing Party on upon this Guaranty Section 8B or acceptance of this Guaranty. Section 8B. The Guaranty Obligations, and any part of them, Company Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. Section 8B. All dealings between the Credit PartiesConstruction Agent, the Lessee and the Guarantor, on the one hand, and the Secured Financing Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligations.Section 8B.

Obligations Unconditional. The obligations Obligations of the Guarantor hereunder Guarantors under Section 4.1 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any law or regulation or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to payment in full of the extent Obligations), it being the intent of this Section 4.2 that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made)). The Guarantor agrees that this Guaranty may be enforced by any Secured Party 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 the Notes or any other of the Loan Documents or any Collateral, if any, hereafter securing the Guaranty Obligations or otherwise and the Guarantor hereby waives the right to require the Administrative Agent or the Lender to make demand on or proceed against any Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender to pursue any other remedy or enforce any other right. The Guarantor further agrees that nothing contained herein shall prevent any Secured Party from suing on the Notes or any of the other Loan Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateral, if any, securing the Guaranty Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateral; it being the purpose and intent of the Guarantor that its obligations Guarantors hereunder shall be absolute, independent absolute and unconditional under any and all circumstances. Neither the Guarantor’s obligations Each Guarantor agrees that any right of subrogation, indemnity, reimbursement or contribution it may have against Borrower or any other Guarantor for amounts paid under this Guaranty nor any remedy for the enforcement thereof Section 4 shall be impairedsubordinate and subject in right of payment to the Obligations of such Guarantors under the Loan Documents and no Guarantor shall exercise such rights of subrogation, modifiedindemnity, changed reimbursement or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation contribution until the applicable Termination Date shall have occurred. Without limiting the generality of the liability of any Credit Party or by reason of the bankruptcyforegoing, insolvency or analogous procedure of any Credit Party. The Guarantor waives any and all notice of the creationit is agreed that, renewal, extension accrual or increase of any of the Guaranty Obligations and notice of or proof of reliance by any Secured Party on this Guaranty or acceptance of this Guaranty. The Guaranty Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Credit Parties, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Lawlaw, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranty ObligationsObligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other agreement or instrument referred to in the Loan Documents shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any agreement relating theretoof the Obligations shall be modified, at any time being found to be illegal, invalid supplemented or unenforceable amended in any respect, (D) or any right under any of the application Loan Documents or any other agreement or instrument referred to in the Loan Documents shall be waived or any other guarantee of payments received from any source to of the payment of indebtedness other than the Guaranty ObligationsObligations or any security therefor shall be released, even though the Administrative Agent might have elected to apply such payment to any impaired or exchanged in whole or in part or all otherwise dealt with; (d) any Lien granted to, or in favor of, the Lender as security for any of the Guaranty Obligations, (E) Obligations shall fail to attach or be perfected or if there shall be any failure to perfect exchange or continue perfection release of a any security interest in any collateral; or (e) any of the Collateral Obligations shall be determined to be void or voidable (other than as a result including, without limitation, for the benefit of any action creditor of any Guarantor) or inaction shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). The liability of the Guarantors under this Section 4 shall be absolute, irrevocable and unconditional irrespective of (a) any lack of validity, regularity or enforceability of the Loan Agreement or any other Loan Document, (b) any lack of validity, regulatory or enforceability of this guaranty, (c) any failure on the part of the Administrative Agent Lender or any lender that is within such Person’s reasonable control)other Person to exercise, or delay in exercising, any right under the Loan Agreement or any other Loan Document or (Fd) any defensesother circumstance which might otherwise constitute a defense available to, set-offs or counterclaims which a discharge of, Borrower, the Borrowers may allege Guarantors or assert against any other guarantor with respect to the Administrative Agent in respect Obligations, this Guaranty and the obligations of the Guaranty Guarantors under this guaranty (including, without limitation, all defenses based on suretyship or impairment of collateral, and all defenses that Borrower may assert to the repayment of the Obligations, including but not limited to including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, bankruptcy, lack of legal capacity, statute of limitations, lender liability, accord and satisfaction satisfaction, and usury (usury). The Guarantors hereby agree that if Borrower or any other than guarantor of all or a portion of the Obligations is the subject of a bankruptcy or similar case under any Debtor Relief Laws, it will not assert the pendency of such case or any order entered therein as a defense of to the timely payment or performance in full of the Obligations). The Guarantors hereby waive notice of or proof of reliance by the Lender upon this Guaranty, and the Obligations shall conclusively be deemed to have been created, contracted, incurred, renewed, extended, amended or reduced (Gas to Borrower only) in reliance upon this Guaranty. With respect to its Obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other act agreement or thing or omissioninstrument referred to in the Loan Documents, or delay to do against any other act Person under any other guarantee of, or thingsecurity for, which may or might in any manner or to any extent vary the risk of the Obligations. The guarantee in Section 4.1 is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising. Notwithstanding anything to the contrary in this Agreement, except as set forth in the proviso hereof and the next sentence, recourse against any Limited Recourse Guarantor as obligors in respect of any amount payable under this Agreement shall be limited solely to Collateral; provided that each Limited Recourse Guarantor shall be fully liable to the Guaranty ObligationsLender for any deficiency, loss or damage suffered by the Lender as a result of any sale, transfer or other disposal by any Limited Recourse Guarantor of any interest in, or any Lien or encumbrance created by any Limited Recourse Guarantor upon or with respect to, the Collateral that is not permitted under this Agreement. In addition, each Guarantor (including each Limited Recourse Guarantor) shall be liable for Lender Expenses if any Limited Recourse Guarantor fails to perform any agreement contained herein or any other Loan Document or any Limited Recourse Guarantor fails to turn over to the Lender, or provide Lender with access to (but without having the Lender to incur any costs related to such access), any portion of Collateral following an Event of Default.

Obligations Unconditional. The obligations of the each Guarantor hereunder are are, joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent defense of the actual timely payment by the relevant Borrower of its Obligations. Each Guarantor guarantees that the Obligations have been will be paid and performed regardless of any applicable law, regulation, order or decree now or hereinafter in full (other than effect in any contingent indemnification and expense reimbursement obligations for which no claim has been made))jurisdiction affecting any terms of such Obligation or any right of any Bank or the Administrative Agent with respect thereto. The Each Guarantor agrees that this Guaranty may be enforced by any Secured Party the Banks without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Banks to make demand on or proceed against any Borrower Party or any other Person (including a the other Guarantor or any other co-guarantor) or to require the Administrative Agent or the Lender Banks to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Borrower, the other Guarantor, or any other guarantor of the Obligations for amounts paid under this Guaranty until such time as the Banks have been paid in full, all Commitments under this Agreement have been terminated. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Banks from suing on the Notes or any of the other Loan Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Obligations Obligation or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the either Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the Guarantor’s obligations of any Guarantor under this 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 release or limitation of the liability of any Credit Party Borrower or any Guarantor or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit PartyBorrower or any Guarantor. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party Bank on this Guaranty or acceptance of this Guaranty. The Guaranty Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Credit Parties, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligations.any

Obligations Unconditional. The obligations of the each Fund Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense (other than payment or performance) of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))Fund Guarantor. The Each Fund Guarantor agrees that this Fund Borrower Guaranty may be enforced by any Secured Party Administrative Agent or the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the other Loan Documents or any Collateral, if any, hereafter securing the Guaranty Fund Guaranteed Obligations or otherwise and the each Fund Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Each Fund Guarantor further agrees that no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from Administrative Agent or the Lenders in connection with monies received under the Loan Documents. Each Fund Guarantor further agrees that nothing contained herein shall prevent any Secured Party Administrative Agent or the Lenders from suing on the Qualified Borrower Notes or any of the other Loan Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateral, if any, Collateral securing the Guaranty Fund Guaranteed Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any Fund Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateral; it being the purpose and intent of the Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstanceshereunder. Neither the any Fund Guarantor’s obligations under this Fund Borrower 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 Credit Party Qualified Borrower or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit PartyQualified Borrower. The Each Fund Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Fund Guaranteed Obligations and notice of or proof of reliance by Administrative Agent or any Secured Party Lender on this Fund Borrower Guaranty or acceptance of this Fund Borrower Guaranty. The Guaranty Fund Guaranteed Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Fund Borrower Guaranty. All dealings between the Credit Partiesany Qualified Borrower, on the one hand, and Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Fund Borrower Guaranty. The During the continuance of a Cash Control Event, each Fund Guarantor hereby agrees subordinates to the Fund Guaranteed Obligations all debts, liabilities and acknowledges that its obligation hereunder shall not be released or discharged by any of the followingother obligations, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification direct, indirect, primary, secondary, several, joint and expense reimbursement obligations)): (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 several or otherwise, and irrespective of the exercise whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or enforcement ofotherwise, owing to such Fund Guarantor by any claim or demand or other Qualified Borrower. Notwithstanding any right, power or remedy with respect provision to the Guaranty Obligations contrary contained herein or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result Loan Documents, to the extent the obligations of any action Fund Guarantor shall be adjudicated to be invalid or inaction on unenforceable for any reason (including, without limitation, because of any applicable state or federal Law relating to fraudulent conveyances or transfers) then the part obligations of such Fund Guarantor hereunder shall be limited to the Administrative Agent or any lender maximum amount that is within such Person’s reasonable controlpermissible under applicable Law (whether federal or state or otherwise and including, without limitation, Debtor Relief Laws), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligations.

Obligations Unconditional. The obligations of the each Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents this Agreement, or any other agreement or instrument referred to thereinherein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than guarantor. Each Guarantor agrees to the fullest extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made)). The Guarantor agrees permitted by applicable law that this Guaranty guaranty may be enforced by any Secured Party the Administrative Agent 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 the Notes this Agreement or any other of the Loan Documents Document or any Collateral, if any, hereafter securing the Guaranty Loan Obligations or otherwise otherwise, and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender to make demand on or proceed against any the Borrower Party or any other Person (including a co-guarantor) Guarantor or to require the Administrative Agent or the Lender to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall not exercise any right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor for amounts paid under this guaranty until such time as the Loan Obligations have been paid in full. Each Guarantor further agrees to the fullest extent permitted by applicable law that nothing contained herein shall prevent any Secured Party the Administrative Agent from suing in any jurisdiction on the Notes this Agreement or any of the other Loan Documents Document or foreclosing its or their, as applicable, security interest in or Lien on any Collateral, if any, securing the Guaranty Loan Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, Agreement or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither To the fullest extent permitted by applicable law, neither a Guarantor’s obligations under this Guaranty guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever (i) by an impairment, modification, change, release, increase release or limitation of the liability of the Borrower or any Credit Party or other Guarantor, (ii) by reason of the bankruptcy, bankruptcy or insolvency of the Borrower or analogous procedure such other Guarantor or (iii) by reason of the application of the laws and regulations of any Credit Partyforeign jurisdiction. The Each Guarantor waives to the fullest extent permitted by applicable law any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Loan Obligations and notice of or proof of reliance of by any Secured Party on the Administrative Agent, the Lenders or the Issuing Banks upon this Guaranty guaranty or acceptance of this Guarantyguaranty. The Guaranty Loan Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantyguaranty. All dealings between the Credit PartiesBorrower and the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders and the Issuing Banks, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligationsguaranty.

Obligations Unconditional. The obligations of the Guarantor hereunder Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of the Loan Documents Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, to or any substitution, release or exchange of any other guarantee of or security for any of the fullest extent permitted by Applicable LawGuaranteed Obligations, and, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor Guarantor (other than to except for payment in full). Without limiting the extent generality of the foregoing, it is agreed that the Obligations have been paid and performed in full (other than occurrence of any contingent indemnification and expense reimbursement obligations for which no claim has been made)). The Guarantor agrees that this Guaranty may be enforced by any Secured Party without the necessity at any time of resorting to one or exhausting any other security or Collateral and without the necessity at any time of having recourse to the Notes or any other more of the Loan Documents following shall not alter or any Collateral, if any, hereafter securing impair the Guaranty Obligations or otherwise and the Guarantor hereby waives the right to require the Administrative Agent or the Lender to make demand on or proceed against any Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender to pursue any other remedy or enforce any other right. The Guarantor further agrees that nothing contained herein shall prevent any Secured Party from suing on the Notes or any liability of the other Loan Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateral, if any, securing the Guaranty Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings Guarantors hereunder which shall not constitute a discharge of the Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateral; it being the purpose and intent of the Guarantor that its obligations hereunder shall be remain absolute, independent irrevocable and unconditional under any and all circumstancescircumstances as described above: at any time or from time to time, without notice to the Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted; the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; any Lien or security interest granted to, or in favor of, an L/C Issuer or any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or the release of any other Guarantor pursuant to Section 11.09 or otherwise. Neither The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and, to the Guarantor’s obligations extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Guaranty nor Agreement or the Notes, if any, or any remedy for the enforcement thereof shall be impairedother agreement or instrument referred to herein or therein, modifiedor against any other person under any other guarantee of, changed or released in security for, any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Credit Party or by reason of the bankruptcy, insolvency or analogous procedure of any Credit PartyGuaranteed Obligations. The Guarantor waives Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension extension, waiver, termination or accrual or increase of any of the Guaranty Guaranteed Obligations and notice of or proof of reliance by any Secured Party on upon this Guaranty Guarantee or acceptance of this Guaranty. The Guaranty Guarantee, and the Guaranteed Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, incurred in reliance upon this Guaranty. All Guarantee, and all dealings between the Credit Parties, on the one hand, Borrower and the Secured Parties, on the other hand, Parties shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuarantyGuarantee. The Guarantor hereby agrees This Guarantee shall be construed as a continuing, absolute, irrevocable and acknowledges that its obligation unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be released conditioned or discharged contingent upon the pursuit by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Secured Parties or any right, power or remedy with respect to the Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty Obligations, or any agreement relating thereto, person 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action right or inaction on remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Administrative Agent Guaranteed Obligations or against any lender that is within such Person’s reasonable control)collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, (F) any defenses, set-offs or counterclaims which and shall inure to the Borrowers may allege or assert against the Administrative Agent in respect benefit of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations)Lenders, and (G) any other act or thing or omissiontheir respective successors and assigns, or delay notwithstanding that from time to do any other act or thing, which time during the term of this Agreement there may or might in any manner or to any extent vary the risk of the Guarantor as obligors in respect of the Guaranty Obligationsbe no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of the QB Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or any other agreement or instrument referred to 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 (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))QB Guarantor. The QB Guarantor agrees that this Qualified Borrower Guaranty may be enforced by any Secured Party pursuant to the Credit Agreement 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 the Qualified Borrower Notes or any other of the Loan Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Obligations Guaranteed Debt or otherwise and the QB Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any Borrower Party or any other Person (including a co-guarantorQB Guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The QB Guarantor further agrees that nothing contained herein shall prevent any Secured Party from suing on the Qualified Borrower Notes or any of the other Loan Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateral, if any, securing the Guaranty Obligations Guaranteed Debt or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the QB Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the QB Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the QB Guarantor’s obligations under this Qualified Borrower 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 Credit Party Borrower or by reason of the bankruptcy, insolvency or analogous procedure of any Credit PartyBorrower. The QB Guarantor waives any and all notice of the creation, renewal, extension accrual or increase of any of the Guaranty Obligations Guaranteed Debt and notice of or proof of reliance by any Secured Party on this Qualified Borrower Guaranty or acceptance of this Qualified Borrower Guaranty. The Guaranty Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Qualified Borrower Guaranty. All dealings between the Credit PartiesBorrowers, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Qualified Borrower Guaranty. The QB Guarantor hereby agrees represents and acknowledges warrants that its obligation it is, and immediately after giving effect to the Qualified Borrower Guaranty and the obligations evidenced hereby, will be, Solvent. This Qualified Borrower Guaranty and the obligations of the QB Guarantor hereunder shall be valid and enforceable and shall not be released subject to any limitation, impairment or discharged by discharge for any reason (other than payment in full of the Guaranteed Debt), including, without limitation, the occurrence of any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): 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 Guaranty Obligations Guaranteed Debt or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty ObligationsGuaranteed Debt, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement Qualified Borrower Guaranty and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty ObligationsGuaranteed Debt, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty ObligationsGuaranteed Debt, 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 Guaranty ObligationsGuaranteed Debt, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty ObligationsGuaranteed Debt, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control)Collateral, (F) any defenses, set-offs or counterclaims which the Borrowers any Borrower may allege or assert against the Administrative Agent in respect of the Guaranty ObligationsGuaranteed Debt, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations)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 risk of the QB Guarantor as obligors an obligor in respect of the Guaranty ObligationsGuaranteed Debt.

Obligations Unconditional. The obligations of the Guarantor hereunder are absolute absolute, irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Guarantor agrees that this Guaranty may be enforced by any Secured Party the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes any notes issued hereunder or any other of the Loan Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Obligations or otherwise and the Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any the Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower for amounts paid under this Guaranty until such time as the Lenders have been paid in full, all Commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Loan Documents. The Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Lenders from suing on the Notes issued hereunder or any of the other Loan Documents or foreclosing its or their, as applicable, any security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Obligations or from exercising any other rights available to it or them, as applicable, any of them under this Credit Agreement, the Notes, any other of the other Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of the Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the Guarantor that its obligations hereunder shall be absolute, independent independent, irrevocable and unconditional under any and all circumstances. Neither the Guarantor’s obligations under this 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 release or limitation of the liability of any Credit Party the Borrower or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit Partythe Borrower. The Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Obligations and notice of or proof of reliance of by the Administrative Agent or any Secured Party on Lender upon this Guaranty or acceptance of this Guaranty. The Guaranty Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Credit PartiesBorrower and the Guarantor, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby further agrees and acknowledges that its obligation hereunder shall not be released or discharged by any to all rights of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent off as set forth in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty ObligationsSECTION 9.8.

Obligations Unconditional. (a) The obligations liability of INSW hereunder is primary, absolute and unconditional and is exclusive and independent of any security for or other guaranty of the Guarantor hereunder are absolute and unconditional, irrespective indebtedness of the valueBorrower, genuineness, validity, regularity or enforceability of any of the Loan Documents Subsidiary Guarantor or any other agreement or instrument referred to therein, to the fullest extent permitted Guaranteed Party whether executed 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 (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made)). The Guarantor agrees that this Guaranty may be enforced by any Secured Party 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 the Notes or any other of the Loan Documents or any Collateral, if any, hereafter securing the Guaranty Obligations or otherwise and the Guarantor hereby waives the right to require the Administrative Agent or the Lender to make demand on or proceed against any Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender to pursue any other remedy or enforce any other right. The Guarantor further agrees that nothing contained herein shall prevent any Secured Party from suing on the Notes or any of the other Loan Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateral, if any, securing the Guaranty Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the NotesINSW, any other of the Loan Documents, guarantor or by any other instrument of security, if anyparty, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateral; it being the purpose and intent of the Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the Guarantor’s obligations under this 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 Credit Party or by reason of the bankruptcy, insolvency or analogous procedure of any Credit Party. The Guarantor waives any and all notice of the creation, renewal, extension accrual or increase of any of the Guaranty Obligations and notice of or proof of reliance by any Secured Party on this Guaranty or acceptance of this Guaranty. The Guaranty Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Credit Parties, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation INSW hereunder shall not be released affected or discharged impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the followingBorrower, whether any Subsidiary Guarantor or not the Administrative Agent shall have had notice any other Guaranteed Party or knowledge by any other party, (b) any other continuing or other guaranty, undertaking or maximum liability of a Subsidiary Guarantor, any other guarantor or of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 party as to the Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Guaranteed Obligations, (Bc) any waiverpayment on or in reduction of any such other guaranty or undertaking, amendment (d) any dissolution, termination or modification ofincrease, decrease or change in personnel by the Borrower, any Subsidiary Guarantor or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty ObligationsGuaranteed Party, (Ce) to the fullest extent permitted by Applicable Lawapplicable law, any of payment made to any Secured Creditor on the Guaranty Obligationsindebtedness which any Secured Creditor repays the Borrower, any Subsidiary Guarantor or any agreement relating thereto, at any time being found other Guaranteed Party pursuant to be illegal, invalid or unenforceable court order in any respectbankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and INSW waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (Df) the application of payments received from any source to the payment of indebtedness other than the Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on by the Secured Creditors as contemplated in paragraph (d) below or (g) any invalidity, irregularity or unenforceability of all or any part of the Administrative Agent Guaranteed Obligations or of any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligationssecurity therefor.

Obligations Unconditional. The obligations of the Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Guarantor agrees that this Guaranty may be enforced by any Secured Party the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Obligations Obligation or otherwise and the Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against Borrower or any other Guarantor of the Obligation for amounts paid under this Guaranty until such time as the Lenders have been paid in full, all Commitments under this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Loan Documents. Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Lenders from suing on the Notes or any of the other Loan Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Obligations Obligation or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Guarantor’s 's obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the Guarantor that, subject to Guarantor's rights to raise defenses to payment that would be available to it if Guarantor was named as a "BORROWER" hereunder rather than as Guarantor, its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the Guarantor’s 's obligations under this 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 release or limitation of the liability of any Credit Party Borrower or Guarantor or by reason of the bankruptcy, bankruptcy or insolvency of Borrower or analogous procedure of any Credit PartyGuarantor. The Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Obligations Obligation and notice of or proof of reliance by any Secured Party Agent or any Lender on this Guaranty or acceptance of this Guaranty. The Guaranty ObligationsObligation, and any part of themit, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Credit PartiesBorrower and Guarantor, on the one hand, and Administrative Agent, the Secured PartiesLetter of Credit Issuer, and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor further agrees to all rights of set-off as set forth in SECTION 5.3. Guarantor hereby agrees subordinates to the Obligation all debts, liabilities and acknowledges that its obligation hereunder shall not be released or discharged by any of the followingother obligations, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification direct, indirect, primary, secondary, several, joint and expense reimbursement obligations)): (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 several or otherwise, and irrespective of the exercise whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or enforcement ofotherwise, any claim or demand or any rightowing by Borrower to Guarantor, power or remedy provided, however that Borrower may make distributions consistent with respect to the Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty ObligationsSECTION 10.10.

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents this Agreement, or any other agreement or instrument referred to thereinherein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty guaranty may be enforced by any Secured Party the Bank without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes this Agreement or any other of the Loan Documents Document or any Collateralcollateral, if any, hereafter securing the Guaranty Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Bank to make demand on or proceed against any Borrower Party other Guarantor or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Bank to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (or any other guarantor of the Obligations) for amounts paid under this guaranty until such time as the Bank has been paid in full, all commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Bank in connection with monies received under this Agreement. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Bank from suing in any jurisdiction on the Notes this Agreement or any of the other Loan Documents Document or foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, Agreement or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any Guarantor’s 's obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the a Guarantor’s 's obligations under this Guaranty guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever (i) by an impairment, modification, change, release, increase release or limitation of the liability of any Credit Party or other Guarantor, (ii) by reason of the bankruptcybankruptcy or insolvency of such other Guarantor, insolvency or analogous procedure (iii) by reason of the application of the laws of any Credit Partyforeign jurisdiction or (iv) by reason of the location of such other Guarantor in any foreign jurisdiction. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Obligations and notice of or proof of reliance of by any Secured Party on the Bank upon this Guaranty guaranty or acceptance of this Guarantyguaranty. The Guaranty Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantyguaranty. All dealings between the Credit PartiesBorrower and the Guarantors, on the one hand, and the Secured PartiesBank, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligationsguaranty.

Obligations Unconditional. The obligations of the Guarantor Company hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents this Agreement, or any other agreement or instrument referred to thereinherein, 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 (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Guarantor Company agrees that this Guaranty guaranty may be enforced by any Secured Party the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes Notes, this Agreement or any other of the Loan Documents Document or any Collateralcollateral, if any, hereafter securing the Guaranty Guaranteed Obligations or otherwise and the Guarantor Company hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any a Designated Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Guarantor Company further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against a Designated Borrower or any other guarantor of the Guaranteed Obligations for amounts paid under this guaranty until such time as the Lenders have been paid in full, all commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreement. The Company further agrees that nothing contained herein shall prevent any Secured Party the Lenders from suing on the Notes Notes, this Agreement or any of the other Loan Documents Document or foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Guaranteed Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of the Guarantor’s Company's obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the Guarantor Company that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the Guarantor’s Company's obligations under this Guaranty 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 release or limitation of the liability of any Credit Party a Designated Borrower or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit Partysuch Borrower. The Guarantor Company waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent or any Secured Party on Lender upon this Guaranty guaranty or acceptance of this Guarantyguaranty. The Guaranty Guaranteed Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantyguaranty. All dealings between the Credit PartiesDesignated Borrowers and the Company, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligationsguaranty.

Obligations Unconditional. The obligations of the Guarantor hereunder each Seller under this Section 1.5 are absolute and unconditional, irrespective of the value, genuineness, validity, regularity regularity, or enforceability of any of the Loan Transaction Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Guarantor Each Seller agrees that this Guaranty Section 1.5 may be enforced by any Secured Party the Collateral Agent, the Administrative Agent, the Purchasers, the Purchaser Agents, and the other Affected Parties without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Transaction Documents or any Collateral, if any, collateral hereafter securing the Guaranty Obligations of a Seller or otherwise otherwise, and the Guarantor each Seller hereby waives the right to require the Administrative Agent or the Lender any Affected Party to make demand on or proceed against any Borrower Party Seller, Servicer, any Originator, or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender any Affected Party to pursue any other remedy or enforce any other right. The Guarantor Each Seller further agrees that it shall have no right of subrogation, indemnity, reimbursement, or contribution against the other Sellers or any other guarantor of any Seller’s Obligations for amounts paid under this Section 1.5 until the Final Payout Date. Each Seller further agrees that nothing contained herein shall prevent any Secured Affected Party from suing on the Notes or any of the other Loan Transaction Documents or foreclosing its or their, as applicable, security interest in or Lien lien on any Collateral, if any, collateral securing the Guaranty Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan DocumentsTransaction Document, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Guarantorsuch Seller’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the Guarantor each Seller that its obligations hereunder under this Section 1.5 shall be absolute, independent independent, and unconditional under any and all circumstances. Neither the Guarantorany Seller’s obligations under this Guaranty Section 1.5 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 increase, or limitation of the liability of the other Sellers, of Servicer or of any Credit Party Originator or by reason of the bankruptcybankruptcy or insolvency of the other Sellers, insolvency of Servicer or analogous procedure of any Credit PartyOriginator. The Guarantor Each Seller waives any and all notice of the creation, renewal, extension extension, or accrual or increase of any of the Guaranty Obligations of the other Sellers and notice of or proof of reliance by any Secured Affected Party on the guarantees set forth in this Guaranty Section 1.5 or acceptance of this Guarantythereof. The Guaranty Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, or waived, in reliance upon the guarantees set forth in this GuarantySection 1.5. All dealings between any Seller (or any of its Affiliates, including the Credit Partiesinitial Servicers and the Originators), on the one hand, and the Secured Affected Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantees set forth in this GuarantySection 1.5. The Guarantor Each Seller hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any subordinates to the Obligations of the followingother Sellers all debts, liabilities, and other obligations, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification direct, indirect, primary, secondary, several, joint and expense reimbursement obligations)): (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 several or otherwise, and irrespective of whether such debts, liabilities, and obligations be evidenced by note, contract, open account, book entry or otherwise, owing to such Seller by the exercise or enforcement ofother Sellers, Servicer, any claim or demand Originator or any right, power or remedy with respect to the Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligationstheir respective Affiliates.

Obligations Unconditional. The obligations of the Guarantor hereunder Guarantors under Section 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents Documents, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any law or regulation or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor guarantor, it being the intent of this Section 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor for amounts paid under this Article IV until such time as the Obligations (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))asserted) have been paid in full and the Commitments have expired or terminated. The Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor agrees that this Guaranty may be enforced by any Secured Party without the necessity hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of resorting to or exhausting any other security or Collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Documents or any Collateral, if any, hereafter securing the Guaranty Obligations or otherwise and the Guarantor hereby waives the right to require the Administrative Agent or the Lender to make demand on or proceed against any Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender to pursue any other remedy or enforce any other right. The Guarantor further agrees that nothing contained herein shall prevent any Secured Party from suing on the Notes or compliance with any of the other Loan Documents Obligations shall be extended, or foreclosing its such performance or their, as applicable, security interest compliance shall be waived; (b) any of the acts mentioned in or Lien on any Collateral, if any, securing of the Guaranty Obligations or from exercising provisions of any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, or any other agreement or instrument of security, if any, and referred to in the exercise Loan Documents shall be done or omitted; (c) the maturity of any of the aforesaid rights and the completion Obligations shall be accelerated, or any of any foreclosure proceedings shall not constitute a discharge of the Guarantor’s obligations hereunder unless the Obligations shall be paid modified, supplemented or amended in full with the proceeds of such security any respect, or Collateral; it being the purpose and intent any right under any of the Guarantor that its obligations hereunder Loan Documents, or any other agreement or instrument referred to in the Loan Documents shall be absolute, independent and unconditional under waived or any and all circumstances. Neither the Guarantor’s obligations under this 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 Credit Party or by reason of the bankruptcy, insolvency or analogous procedure of any Credit Party. The Guarantor waives any and all notice of the creation, renewal, extension accrual or increase other guarantee of any of the Guaranty Obligations and notice of or proof of reliance by any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, any Secured Party on this Guaranty as security for any of the Obligations shall fail to attach or acceptance be perfected; or (e) any of this Guarantythe Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). The Guaranty ObligationsWith respect to its obligations hereunder, each Guarantor hereby expressly waives, to the extent permitted by applicable Law, diligence, presentment, demand of payment, protest and all notices whatsoever, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Credit Parties, on the one hand, and requirement that the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Parties exhaust any right, power or remedy with respect to or proceed against any Person under any of the Guaranty Obligations Loan Documents, or any other agreement relating theretoor instrument referred to in the Loan Documents, or with respect to against any guaranty of or other security for the payment of the Guaranty Obligations, (B) Person under any waiver, amendment or modification other guarantee of, or any consent to departure fromsecurity for, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligations.. 4.03

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty may be enforced by any Secured Party the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Credit Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Credit Party Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any the Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against a Borrower or any other Guarantor of the Credit Party Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Lenders from suing on the Notes or any of the other Loan Credit Documents or any of the Hedging Agreements or foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any of any Guarantor’s 's obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the any Guarantor’s 's obligations under this 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 release or limitation of the liability of any Credit Party the Borrower or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit Partythe Borrower. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Credit Party Obligations and notice of or proof of reliance of by the Administrative Agent or any Secured Party on Lender upon this Guaranty Guarantee or acceptance of this GuarantyGuarantee. The Guaranty Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuarantyGuarantee. All dealings between the Credit PartiesBorrower and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuarantyGuarantee. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any Guarantors further agree to all rights of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent off as set forth in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty ObligationsSection 11.2.

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty may be enforced by any Secured Party the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Credit Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Credit Party Obligations or otherwise and the each Guarantor hereby waives the right (including, without limitation, any rights under Section 26-7 et seq. of North Carolina General Statutes) to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any the Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Credit Party Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Lenders from suing on the Notes or any of the other Loan Credit Documents or any of the Hedging Agreements or foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any of any Guarantor’s 's obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the any Guarantor’s 's obligations under this 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 release or limitation of the liability of any Credit Party the Borrower or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit Partythe Borrower. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Credit Party Obligations and notice of or proof of reliance of by any Secured Party on Agent or any Lender upon this Guaranty Guarantee or acceptance of this GuarantyGuarantee. The Guaranty Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuarantyGuarantee. All dealings between the Credit PartiesBorrower and any of the Guarantors, on the one hand, and the Secured PartiesAgents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty ObligationsGuarantee.

Obligations Unconditional. The obligations of each Guarantor hereunder, subject to the Guarantor hereunder limitations of Section 14.1, are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Transaction Documents 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 (other than to the extent that prior payment of the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made)amounts due). The Each Guarantor agrees that this Guaranty may be enforced by any Administrative Agent on behalf of the Secured Party Parties without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Transaction Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Obligations Aggregate Unpaids or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or on behalf of the Lender Secured Parties to make demand on or proceed against any Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or on behalf of the Lender Secured Parties to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against Borrower for amounts paid under this Guaranty until such time as the Aggregate Unpaids have been indefeasibly paid in full in cash, all Commitments under this Agreement have been terminated and, to the extent the Borrower or a Guarantor is party to any Insolvency Proceeding, no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Administrative Agent or the other Secured Parties in connection with monies received under the Transaction Documents. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Administrative Agent from suing on enforcing the Notes or any of the other Loan Transaction Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateral, if any, securing the Guaranty Obligations Aggregate Unpaids or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Transaction Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the each Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the Guarantor’s Guarantors’ obligations under this 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 Credit Party the Borrower, the Servicer or the Originator or by reason of the bankruptcybankruptcy or insolvency of the Borrower, insolvency the Servicer, the Originator or analogous procedure of any Credit PartyGuarantor. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Obligations Aggregate Unpaids and notice of or proof of reliance by the Administrative Agent or any other Secured Party on this Guaranty or acceptance of this Guaranty. The Guaranty ObligationsAggregate Unpaids, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Credit PartiesBorrower, the Servicer, the Originator and any Guarantor, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Each Guarantor hereby agrees subordinates to the Aggregate Unpaids all debts, liabilities and acknowledges that its obligation hereunder shall not be released or discharged by any of the followingother obligations, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification direct, indirect, primary, secondary, several, joint and expense reimbursement obligations)): (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 several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing by any the exercise Borrower, the Servicer or enforcement of, any claim or demand or any right, power or remedy with respect to the Guaranty Obligations or any agreement relating thereto, or with respect Originator to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty ObligationsGuarantor.

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents this Agreement, or any other agreement or instrument referred to thereinherein, 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 (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty guaranty may be enforced by any Secured Party the Bank without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes this Agreement or any other of the Loan Documents Document or any Collateralcollateral, if any, hereafter securing the Guaranty Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Bank to make demand on or proceed against any Borrower Party other Guarantor or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Bank to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (or any other guarantor of the Obligations) for amounts paid under this guaranty until such time as the Bank has been paid in full, all commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Bank in connection with monies received under this Agreement. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Bank from suing in any jurisdiction on the Notes this Agreement or any of the other Loan Documents Document or foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, Agreement or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any Guarantor’s 's obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the a Guarantor’s 's obligations under this Guaranty guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever (i) by an impairment, modification, change, release, increase release or limitation of the liability of any Credit Party or other Guarantor, (ii) by reason of the bankruptcybankruptcy or insolvency of such other Guarantor, insolvency or analogous procedure (iii) by reason of the application of the laws of any Credit Partyforeign jurisdiction or (iv) by reason of the location of such other Guarantor in any foreign jurisdiction. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Obligations and notice of or proof of reliance of by any Secured Party on the Bank upon this Guaranty guaranty or acceptance of this Guarantyguaranty. The Guaranty Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantyguaranty. All dealings between the Credit PartiesParent and the Guarantors, on the one hand, and the Secured PartiesBank, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligationsguaranty.

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty may be enforced by any Secured Party the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Credit Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Credit Party Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any the Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Credit Party Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Lenders from suing on the Notes or any of the other Loan Credit Documents or any of the Hedging Agreements or foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateral; it being the purpose and intent of the Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the Guarantor’s obligations under this 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 Credit Party or by reason of the bankruptcy, insolvency or analogous procedure of any Credit Party. The Guarantor waives any and all notice of the creation, renewal, extension accrual or increase of any of the Guaranty Obligations and notice of or proof of reliance by any Secured Party on this Guaranty or acceptance of this Guaranty. The Guaranty Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Credit Parties, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligations.foreclosure

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents Credit Documents, or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty may be enforced by any Secured Party the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Credit Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Credit Party Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any the Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Credit Party Obligations for amounts paid under this Guaranty until such time as the Lenders have been paid in full, all commitments under the Credit Agreement have been terminated and no Person shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Lenders from suing on the Notes or any of the other Loan Credit Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any of any Guarantor’s 's obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the neither any Guarantor’s 's obligations under this 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 release or limitation of the liability of any Credit Party the Borrower or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit Partythe Borrower. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Credit Party Obligations and notice of or proof or reliance of reliance by the Agent or any Secured Party on Lender upon this Guaranty Guarantee or acceptance of this GuarantyGuarantee. The Guaranty Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuarantyGuarantee. All dealings between the Credit PartiesBorrower and any of the Guarantors, on the one hand, and the Secured PartiesAgent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty ObligationsGuarantee.

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty may be enforced by any Secured Party the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Credit Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Credit Party Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any the Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Credit Party Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Lenders from suing on the Notes or any of the other Loan Credit Documents or any of the Hedging Agreements or foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any of any Guarantor’s 's obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the any Guarantor’s 's obligations under this 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 release or limitation of the liability of any Credit Party the Borrower or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit Partythe Borrower. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Credit Party Obligations and notice of or proof of reliance of by the Administrative Agent or any Secured Party on Lender upon this Guaranty Guarantee or acceptance of this GuarantyGuarantee. The Guaranty Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuarantyGuarantee. All dealings between the Credit PartiesBorrower and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuarantyGuarantee. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any Guarantors further agree to all rights of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent off as set forth in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty ObligationsSection 11.2.

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents Credit Documents, or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty may be enforced by any Secured Party the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Credit Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Credit Party Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any the Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Credit Party Obligations for amounts paid under this Guaranty until such time as the Lenders have been paid in full, all Commitments under the Credit Agreement have been terminated. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Lenders from suing on the Notes or any of the other Loan Credit Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any of any Guarantor’s 's obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the any Guarantor’s 's obligations under this 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 release or limitation of the liability of any Credit Party the Borrower or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit Partythe Borrower. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Credit Party Obligations and notice of or proof of reliance of by the Administrative Agent or any Secured Party on Lender upon this Guaranty or acceptance of this Guaranty. The Guaranty Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Credit PartiesBorrower and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any Guarantors further agree to all rights of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent off as set forth in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty ObligationsSection 11.2.

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty may be enforced by any Secured Party the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Credit Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Credit Party Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any the Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Credit Party Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Lenders from suing on the Notes or any of the other Loan Credit Documents or any of the Hedging Agreements or foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any of any Guarantor’s 's obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the any Guarantor’s 's obligations under this 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 release or limitation of the liability of any Credit Party the Borrower or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit Partythe Borrower. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Credit Party Obligations and notice of or proof of reliance of by the Administrative Agent or any Secured Party on Lender upon this Guaranty Guarantee or acceptance of this GuarantyGuarantee. The Guaranty Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuarantyGuarantee. All dealings between the Credit PartiesBorrower and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuarantyGuarantee. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any Guarantors further agree to all rights of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent off and automatic debits as set forth in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty ObligationsSection 11.2.

Obligations Unconditional. The obligations of the each Fund Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense (other than payment or performance) of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))Fund Guarantor. The Each Fund Guarantor agrees that this Fund Borrower Guaranty may be enforced by any Secured Party Administrative Agent or the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the other Loan Documents or any Collateral, if any, hereafter securing the Guaranty Fund Guaranteed Obligations or otherwise and the each Fund Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any Borrower Loan Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Each Fund Guarantor further agrees that no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from Administrative Agent or the Lenders in connection with monies received under the Loan Documents. Each Fund Guarantor further agrees that nothing contained herein shall prevent any Secured Party Administrative Agent or the Lenders from suing on the Qualified Borrower Notes or any of the other Loan Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateral, if any, Collateral securing the Guaranty Fund Guaranteed Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any Fund Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateral; it being the purpose and intent of the Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstanceshereunder. Neither the any Fund Guarantor’s obligations under this Fund Borrower 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 Credit Party Qualified Borrower or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit PartyQualified Borrower. The Each Fund Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Fund Guaranteed Obligations and notice of or proof of reliance by Administrative Agent or any Secured Party Lender on this Fund Borrower Guaranty or acceptance of this Fund Borrower Guaranty. The Guaranty Fund Guaranteed Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Fund Borrower Guaranty. All dealings between the Credit Partiesany Qualified Borrower, on the one hand, and Administrative Agent and the Secured PartiesLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Fund Borrower Guaranty. The During the continuance of a Cash Control Event, each Fund Guarantor hereby agrees subordinates to the Fund Guaranteed Obligations all debts, liabilities and acknowledges that its obligation hereunder shall not be released or discharged by any of the followingother obligations, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification direct, indirect, primary, secondary, several, joint and expense reimbursement obligations)): (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 several or otherwise, and irrespective of the exercise whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or enforcement ofotherwise, owing to such Fund Guarantor by any claim or demand or other Qualified Borrower. Notwithstanding any right, power or remedy with respect provision to the Guaranty Obligations contrary contained herein or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result Loan Documents, to the extent the obligations of any action Fund Guarantor shall be adjudicated to be invalid or inaction on unenforceable for any reason (including, without limitation, because of any applicable state or federal Law relating to fraudulent conveyances or transfers) then the part obligations of such Fund Guarantor hereunder shall be limited to the Administrative Agent or any lender maximum amount that is within such Person’s reasonable controlpermissible under applicable Law (whether federal or state or otherwise and including, without limitation, Debtor Relief Laws), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligations.

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to thereinherein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty guaranty may be enforced by any Secured Party the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes Notes, the Agreement or any other of the Loan Credit Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any Borrower Party the Company or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Company or any other guarantor of the Obligations for amounts paid under this guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreement. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Lenders from suing on the Notes Notes, this Agreement or any other Credit Document or any of the other Loan Documents Hedging Agreements or foreclosing its or their, as applicable, security interest in or Lien on any Collateral, if any, collateral securing the Guaranty Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any of a Guarantor’s 's obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the a Guarantor’s 's obligations under this Guaranty 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 release or limitation of the liability of any Credit Party the Company or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit Partythe Company. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party on Lender upon this Guaranty guaranty or acceptance of this Guarantyguaranty. The Guaranty Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or contracted, incurred, or renewed, extended, amended or waived, in reliance upon this Guarantyguaranty. All dealings between the Credit PartiesCompany and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligationsguaranty.

Obligations Unconditional. The obligations of the Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or any other agreement or instrument referred to 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 (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made)). The Guarantor agrees that this Guaranty may be enforced by any Secured Party 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 the Notes or any other of the Loan Documents or any Collateral, if any, hereafter securing the Guaranty Obligations or otherwise and the Guarantor hereby waives the right to require the Administrative Agent or the Lender to make demand on or proceed against any Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender to pursue any other remedy or enforce any other right. The Guarantor further agrees that nothing contained herein shall prevent any Secured Party from suing on the Notes or any of the other Loan Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateral, if any, securing the Guaranty Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateral; it being the purpose and intent of the Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the Guarantor’s obligations under this 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 Credit Party or by reason of the bankruptcy, insolvency or analogous procedure of any Credit Party. The Guarantor waives any and all notice of the creation, renewal, extension accrual or increase of any of the Guaranty Obligations and notice of or proof of reliance by any Secured Party on this Guaranty or acceptance of this Guaranty. The Guaranty Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Credit Parties, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligations.

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Credit Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty may be enforced by any Secured Party the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Credit Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Borrower Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any the Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that any right of subrogation, indemnity, reimbursement or contribution it may have against the Borrower or any other Guarantor of the Borrower Obligations for amounts paid under this Guaranty shall be subordinated to (and no Guarantor shall assert same unless and until) the repayment in full of all Loans, all reimbursement obligations under Letters of Credit, all interest thereon, and all fees until 100 days after the date on which all Commitments and Letters of Credit have been terminated and all Loans, LOC Obligations, interest, and fees have been paid in full. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Lenders from suing on the Notes or any of the other Loan Credit Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Borrower Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any Guarantor’s 's obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the any Guarantor’s 's obligations under this 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 release or limitation of the liability of any Credit Party the Borrower or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit Partythe Borrower. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Borrower Obligations and notice of or proof of reliance of by any Secured Party on Agent or any Lender upon this Guaranty Guarantee or acceptance of this GuarantyGuarantee. The Guaranty Borrower Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuarantyGuarantee. All dealings between the Credit PartiesBorrower and any of the Guarantors, on the one hand, and the Secured PartiesAgents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty ObligationsGuarantee.

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty may be enforced by any Secured Party the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Credit Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Credit Party Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any the Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Credit Party Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Lenders from suing on the Notes or any of the other Loan Credit Documents or any of the Hedging Agreements or foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any of any Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the any Guarantor’s obligations under this 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 release or limitation of the liability of any Credit Party the Borrower or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit Partythe Borrower. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Credit Party Obligations and notice of or proof of reliance of by the Administrative Agent or any Secured Party on Lender upon this Guaranty or acceptance of this Guaranty. The Guaranty Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Credit PartiesBorrower and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any Guarantors further agree to all rights of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent off and automatic debits as set forth in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty ObligationsSection 11.2.

Obligations Unconditional. The obligations No reference herein to the Indenture and no provision of this Security or of the Guarantor hereunder are Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, irrespective to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. Transfer and Exchange As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the valueCompany in any place where the principal of and any premium and interest on this Security are payable, genuinenessduly endorsed by, validityor accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, regularity the Holder hereof or enforceability its attorney duly authorized in writing, and thereupon one or more new Securities of this series, and of like tenor, of authorized denominations and for the same aggregate unpaid principal amount, shall be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Holders Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Loan Documents or any other agreement or instrument referred to 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 (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made)). The Guarantor agrees that this Guaranty may be enforced by any Secured Party 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 the Notes or any other of the Loan Documents or any Collateral, if any, hereafter securing the Guaranty Obligations or otherwise and the Guarantor hereby waives the right to require the Administrative Agent Company or the Lender to make demand on or proceed against any Borrower Party or any other Trustee may treat the Person (including a co-guarantor) or to require in whose name this Security is registered as the Administrative Agent or the Lender to pursue any other remedy or enforce any other right. The Guarantor further agrees that nothing contained herein shall prevent any Secured Party from suing on the Notes or any of the other Loan Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateral, if any, securing the Guaranty Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateral; it being the purpose and intent of the Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and owner hereof for all circumstances. Neither the Guarantor’s obligations under this 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 Credit Party or by reason of the bankruptcy, insolvency or analogous procedure of any Credit Party. The Guarantor waives any and all notice of the creation, renewal, extension accrual or increase of any of the Guaranty Obligations and notice of or proof of reliance by any Secured Party on this Guaranty or acceptance of this Guaranty. The Guaranty Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Credit Parties, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the followingpurposes, whether or not this Security be overdue, and neither the Administrative Agent Company, the Trustee nor any such agent shall have had be affected by notice or knowledge to the contrary. CUSIP Number Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused a CUSIP number to be printed on this Security as a convenience to the Holder hereof. No representation is made as to the accuracy of any of them (such number and reliance may be placed only on the other than payment identifying information printed hereon. Governing Law The Indenture and this Security shall be governed by and construed in full accordance with the laws of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (A) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order State 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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty ObligationsNew York.

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Credit Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty may be enforced by any Secured Party the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Credit Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Borrower Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any the Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that any right of subrogation, indemnity, reimbursement or contribution it may have against the Borrower or any other Guarantor of the Borrower Obligations for amounts paid under this Guaranty shall be subordinated to (and no Guarantor shall assert same unless and until) the repayment in full of all Loans, all interest thereon, and all fees until 100 days after the date on which all Commitments have been terminated and all Loans, interest, and fees have been paid in full. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Lenders from suing on the Notes or any of the other Loan Credit Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Borrower Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any Guarantor’s 's obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the any Guarantor’s 's obligations under this 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 release or limitation of the liability of any Credit Party the Borrower or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit Partythe Borrower. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Borrower Obligations and notice of or proof of reliance of by the Administrative Agent or any Secured Party on Lender upon this Guaranty or acceptance of this Guaranty. The Guaranty Borrower Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Credit PartiesBorrower and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligations.

Obligations Unconditional. The obligations of the Guarantor Deltic hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Credit Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Guarantor Deltic agrees that this Guaranty may be enforced by any Secured Party without the necessity at any time of resorting to or exhausting any other security or Collateral and Lenders without the necessity at any time of having recourse to the Del-Tin Notes or any other of the Loan Credit Documents or any Collateral, if any, hereafter securing the Guaranty Obligations to which Del-Tin is a party or otherwise and the Guarantor Deltic hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any Borrower Party Del-Tin or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Guarantor Deltic further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against Del-Tin or any other guarantor of the Del-Tin Credit Party Obligations for amounts paid under this Guaranty until such time as the Lenders have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Deltic further agrees that nothing contained herein shall prevent any Secured Party the Lenders from suing Deltic on the Del-Tin Notes or any of the other Loan Credit Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateral, if any, securing the Guaranty Obligations to which Del-Tin is a party or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Del-Tin Notes, any other of the Loan Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Guarantor’s any of any Deltic's obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the Guarantor Deltic that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the Guarantor’s Deltic's obligations under this 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 release or limitation of the liability of any Credit Party Del-Tin or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit PartyDel- Tin. The Guarantor Deltic waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Del-Tin Credit Party Obligations and notice of or proof of reliance of by the Agent or any Secured Party on Lender upon this Guaranty or acceptance of this Guaranty. The Guaranty Del-Tin Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Credit PartiesDel-Tin and Deltic, on the one hand, and the Secured PartiesAgent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligations.

Obligations Unconditional. The Guarantor agrees that the obligations of the Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents Operative Agreements, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Company Obligations or Lessor Obligations, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety surety, guarantor or guarantor (other than to co-obligor, it being the extent intent of this Section 6B.2 that the Obligations have been paid obligations of the Guarantor hereunder shall be absolute and performed in full (other than unconditional under any contingent indemnification and expense reimbursement obligations for which no claim has been made))all circumstances. The Guarantor agrees that this Guaranty Section 6B may be enforced by any Secured Party without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes Notes, the Certificates or any other of the Loan Documents Operative Agreements or any Collateralcollateral, if any, hereafter securing the Guaranty Company Obligations or otherwise and the Guarantor hereby waives the right to require the Administrative Agent or the Lender any benefitted party to make demand on or proceed against any Borrower Party the Construction Agent, the Lessee or any other Person (including without limitation a co-guarantor) or to require the Administrative Agent or the Lender any benefitted party to pursue any other remedy or enforce any other right. The Guarantor further agrees that it hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Lessee and the Construction Agent, the Lessor or the Guarantor of the Company Obligations or the Lessor Obligations for amounts paid under this Section 6B until such time as the Loans, Holder Advances, accrued but unpaid interest, accrued but unpaid Holder Yield and all other amounts owing under the Operative Agreements have been paid in full. Without limiting the generality of the waiver provisions of this Section 6B, the Guarantor hereby waives any rights to require any benefitted party to proceed against the Construction Agent, the Lessee or any co-guarantor or to require Lessor to pursue any other remedy or enforce any other right, including without limitation, any and all rights under N.C. Gen. Stat. ss. 26-7 through 26-9. The Guarantor further agrees that nothing contained herein shall prevent any Secured Party benefitted party from suing on the Notes or any of the other Loan Documents Operative Agreement or foreclosing its or their, as applicable, any security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Company Obligations or the Lessor Obligations or from exercising any other rights available to it or them, as applicable, under this Credit any Operative Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Guarantor’s 's obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances; provided that any amounts due under this Section 6B which are paid to or for the benefit of any benefitted party shall reduce the Company Obligations and/or the Lessor Obligations, as applicable, by a corresponding amount (unless required to be rescinded at a later date). Neither the Guarantor’s 's obligations under this Guaranty Section 6B 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 release or limitation of the liability of any Credit Party the Construction Agent or the Lessee or by reason of the bankruptcy, bankruptcy or insolvency of the Construction Agent or analogous procedure of any Credit Partythe Lessee. The Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Company Obligations or any of the Lessor Obligations and notice of or proof of reliance by any Secured Party on benefitted party upon this Guaranty Section 6B or acceptance of this Guaranty. Section 6B. The Guaranty Obligations, Company Obligations and any part of them, the Lessor Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. Section 6B. All dealings between the Credit PartiesConstruction Agent, the Lessee and the Guarantor, on the one hand, and the Secured Partiesbenefitted parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligations.Section 6B.

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents Credit Documents, or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty may be enforced by any Secured Party the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Credit Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Credit Party Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any the Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Credit Party Obligations for amounts paid under this Guaranty until such time as the Lenders have been paid in full. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Lenders from suing on the Notes or any of the other Loan Credit Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, Credit Documents or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any of any Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the any Guarantor’s obligations under this 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 release or limitation of the liability of any Credit Party the Borrower or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit Partythe Borrower. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Credit Party Obligations and notice of or proof of reliance of by the Administrative Agent or any Secured Party on Lender upon this Guaranty or acceptance of this Guaranty. The Guaranty Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Credit PartiesBorrower and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any Guarantors further agree to all rights of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent off as set forth in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty ObligationsSection 11.2.

Obligations Unconditional. The Holdings acknowledges that its obligations of the Guarantor hereunder are absolute and unconditional, irrespective notwithstanding any dispute or controversy among the parties arising in connection with this Agreement or otherwise. Without limiting the generality of the valueforegoing, genuinenessthe obligations of the Holdings hereunder shall not be released, validitydischarged or otherwise affected by (i) the amendment or modification of this Agreement (except that the Holdings' obligations shall apply to this Agreement as amended or modified), regularity (ii) any failure, omission or enforceability delay to assert any claim or demand or to enforce any remedy under, or any waiver, exercise or nonexercise by any person of any right, remedy, power or privilege under, this Agreement ( in each case except as may be expressly stipulated by the terms of this Agreement to have such effect), (ii) any assignment, conveyance, mortgage or other transfer of all or any part of the rights, obligations or interests of Buyer or Seller under this Agreement, (iv) any voluntary or involuntary bankruptcy, insolvency, liquidation, dissolution, sale of assets, marshalling, receivership, assignment for the benefit of creditors, winding up or similar proceeding with respect to any of Buyer, Seller or Holdings, (v) any rejection of any of this Agreement in a bankruptcy or insolvency proceeding, (vi) any failure or delay in the fulfillment of any of Seller's obligations under this Agreement, (vii) any action to obtain or enforce any judgment or the satisfaction of any judgment for partial payment or performance (except to the extent of such payment or performance), (viii) any merger or consolidation of any of Buyer, Seller or Holdings, or any other corporate change in any thereof, or any sale, lease or transfer of any of the Loan Documents assets of any thereof, or any other agreement change in the ownership of any equity interests in any thereof, (ix) any default, failure, breach or instrument referred to thereindelay in performance by Seller of any obligations under this Agreement, to the fullest extent permitted by Applicable Law, irrespective of (x) any other circumstance whatsoever or occurrence which might otherwise constitute a legal or equitable defense or discharge of the liabilities of a Holdings or indemnitor or (ix) any counterclaim, set off, deduction, or defense of which Holdings may have against Buyer and in no event may Holdings assert (and Holdings hereby agrees not to assert) as a surety counterclaim, set off, deduction or guarantor (other than defense to the extent obligations of Holdings hereunder any claim that the Obligations Holdings may have been paid and performed in full (against Buyer, other than any contingent indemnification and expense reimbursement obligations for which no claim has been made)). The Guarantor agrees counterclaim, set off, deduction or defense that this Guaranty Seller or Holdings may be enforced by any Secured Party 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 the Notes or any other of the Loan Documents or any Collateral, if any, hereafter securing the Guaranty Obligations or otherwise and the Guarantor hereby waives the right to require the Administrative Agent or the Lender to make demand on or proceed against any Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender to pursue any other remedy or enforce any other right. The Guarantor further agrees that nothing contained herein shall prevent any Secured Party from suing on the Notes or any of the other Loan Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateral, if any, securing the Guaranty Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateral; it being the purpose and intent of the Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the Guarantor’s obligations under this 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 Credit Party or by reason of the bankruptcy, insolvency or analogous procedure of any Credit Party. The Guarantor waives any and all notice of the creation, renewal, extension accrual or increase of any of the Guaranty Obligations and notice of or proof of reliance by any Secured Party on this Guaranty or acceptance of this Guaranty. The Guaranty Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Credit Parties, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of any matter giving rise to the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligationsrelevant claim under this Section 10.14.

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents this Agreement, or any other agreement or instrument referred to thereinherein, 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 (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty guaranty may be enforced by any Secured Party the holders of Notes without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes this Agreement or any other of the Loan Documents Note Document or any Collateralcollateral, if any, hereafter securing the Guaranty Guaranteed Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender holders of Notes to make demand on or proceed against any Borrower Party other Guarantor or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender holders of Notes to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (or any other guarantor of the Guaranteed Obligations) for amounts paid under this guaranty until such time as the holders of Notes have been paid in full and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the holders of Notes in connection with monies received under this Agreement. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the holders of Notes from suing on the Notes this Agreement or any of the other Loan Documents Note Document or foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Guaranteed Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, Agreement or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the a Guarantor’s obligations under this Guaranty guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever (i) by an impairment, modification, change, release, increase release or limitation of the liability of any Credit Party or other Guarantor, (ii) by reason of the bankruptcybankruptcy or insolvency of such other Guarantor, insolvency or analogous procedure (iii) by reason of the application of the laws of any Credit Partyforeign jurisdiction or (iv) by reason of the location of such other Guarantor in any foreign jurisdiction. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Guaranteed Obligations and notice of or proof of reliance of by the Required Holders or any Secured Party on holder of Notes upon this Guaranty guaranty or acceptance of this Guarantyguaranty. The Guaranty Guaranteed Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantyguaranty. All dealings between the Credit PartiesCompany and the Guarantors, on the one hand, and the Secured PartiesRequired Holders and the holders of Notes, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligationsguaranty.

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents Credit Documents, the Hedging Agreements or the Treasury Management Agreements, or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty may be enforced by any Secured Party the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Credit Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Credit Party Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any the Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Credit Party Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements or Treasury Management Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Lenders from suing on the Notes or any of the other Loan Documents Credit Documents, any of the Hedging Agreements or any of the Treasury Management Agreements or foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any of any Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its Guarantor’s obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the any Guarantor’s obligations under this 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 release or limitation of the liability of any Credit Party the Borrower or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit Partythe Borrower. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Credit Party Obligations and notice of or proof of reliance by the Agent or any Secured Party on Lender upon this Guaranty Guarantee or acceptance of this GuarantyGuarantee. The Guaranty Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuarantyGuarantee. All dealings between the Credit PartiesBorrower and any of the Guarantors, on the one hand, and the Secured PartiesAgent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty ObligationsGuarantee.

Obligations Unconditional. The obligations of the Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Guarantor agrees that this Guaranty may be enforced by any Secured Party without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Obligations or otherwise and the Guarantor hereby waives the right to require the Administrative Agent Agent, the Letter of Credit Issuer or the Lender Lenders to make demand on or proceed against any Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent Agent, the Letter of Credit Issuer or the Lender Lenders to pursue any other remedy or enforce any other right. The Guarantor further agrees that nothing contained herein shall prevent any Secured Party from suing on the Notes or any of the other Loan Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateral, if any, securing the Guaranty Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the Guarantor’s obligations under this 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 Credit Party Borrower or by reason of the bankruptcy, insolvency or analogous procedure of any Credit PartyBorrower. The Guarantor waives any and all notice of the creation, renewal, extension accrual or increase of any of the Guaranty Obligations and notice of or proof of reliance by any Secured Party on this Guaranty or acceptance of this Guaranty. The Guaranty Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Credit PartiesBorrowers, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees represents and acknowledges warrants that its it is, and immediately after giving effect to the Guaranty and the obligation evidenced hereby, will be, Solvent. This Credit Agreement and the obligations of the Guarantor hereunder shall be valid and enforceable and shall not be released subject to any limitation, impairment or discharged by discharge for any reason (other than payment in full of the Obligations), including the occurrence of any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): 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 126 otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligations.;

Obligations Unconditional. The obligations Purchaser hereby agrees with Agent that, notwithstanding anything in the Stock Purchase Agreement to the contrary, the obligation of the Guarantor hereunder are absolute Purchaser to consummate a "Purchase" (as defined in the Stock Purchase Agreement) during the "Purchase Term" (as defined in the Stock Purchase Agreement) and unconditionalto pay the purchase price in connection with such purchase pursuant to the Stock Purchase Agreement shall be the absolute, irrespective unconditional and irrevocable obligation of Purchaser, and shall not be subject to the value, genuineness, validity, regularity or enforceability satisfaction of any condition set forth in the Stock Purchase Agreement, the absence of any "Potential Event of Default", "Event of Default" (as such terms are defined in the Loan Documents Stock Purchase Agreement) or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Law, irrespective default of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made)). The Guarantor agrees that this Guaranty may be enforced by any Secured Party 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 the Notes or any other of the Loan Documents or any Collateral, if any, hereafter securing the Guaranty Obligations or otherwise and the Guarantor hereby waives the right to require the Administrative Agent or the Lender to make demand on or proceed against any Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender to pursue any other remedy or enforce any other right. The Guarantor further agrees that nothing contained herein shall prevent any Secured Party from suing on the Notes or any of the other Loan Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateral, if any, securing the Guaranty Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documentsnature thereunder, or any set off, counterclaim, defense or other instrument circumstance whatsoever; provided, however, that Purchaser shall have no obligation to consummate a "Purchase" (as such term is defined in the Stock Purchase Agreement) in the event that (x) an involuntary proceeding shall have been commenced or an involuntary petition shall have been filed in a court of securitycompetent jurisdiction seeking relief in respect of the Borrower under Title 11 of the United States Code, if anyas now constituted or hereafter amended, and such proceeding or petition shall continue undismissed for ninety (90) days or an order or decree approving or ordering the exercise of foregoing shall be entered, or (y) the Borrower shall have voluntarily commenced any proceeding or filed any petition seeking relief under Title 11 of the aforesaid rights United States Code, as now constituted or hereafter amended (the foregoing events described in (x) and (y) being hereinafter referred to as the completion of any foreclosure proceedings shall not constitute a discharge "Bankruptcy Default"). Without limiting the generality of the Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateral; it being the purpose and intent of the Guarantor foregoing, Purchaser agrees that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the Guarantor’s obligations under this 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 Credit Party or by reason of the bankruptcy, insolvency or analogous procedure of any Credit Party. The Guarantor waives any and all notice of the creation, renewal, extension accrual or increase of any of the Guaranty Obligations and notice of or proof of reliance by any Secured Party on this Guaranty or acceptance of this Guaranty. The Guaranty Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Credit Parties, on the one hand, Agreement and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder Stock Purchase Agreement shall not be released affected or discharged by any of the followingimpaired by, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (A) any failure to assert or enforce or agreement hereby waives and agrees not to assert or enforcetake advantage or any defense based on, (a) any failure by Borrower to satisfy any conditions set forth in Article 4 of the Stock Purchase Agreement or the stay occurrence of any Potential Event of Default or enjoiningEvent of Default (other than a Bankruptcy Default) under the Stock Purchase Agreement, by order (b) any lack of court, by operation of law validity or otherwise, enforceability of the exercise or enforcement ofStock Purchase Agreement, (c) the existence of any claim or demand claim, setoff, defense or any rightright which Purchaser may have at any time against the Borrower, power the Agent or remedy the Banks, (d) any statement, certificate or any other document presented pursuant to the Stock Purchase Agreement or hereunder proving to be fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever, (e) any breach of any agreement or dispute among or between Purchaser and the Borrower, (f) any non-application or misapplication by the Borrower of the proceeds of any "Purchase" (as such term is defined in the Stock Purchase Agreement), (g) any extension of time for or delay, renewal or compromise of other indulgence or modification granted or agreed to by the Agent or the Banks with or without notice to or approval by the Purchaser with respect to transactions contemplated by the Guaranty Obligations or any agreement relating theretoAgreement, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and or any other Loan Document Documents; (h) any other legal or any agreement or instrument executed pursuant theretoequitable defenses whatsoever to which Purchaser might otherwise be entitled, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (Ei) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited Borrower to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), and (G) take any other act or thing or omission, or delay to do any other act or thing, which may or might action in any manner connection with a Purchase or to any extent vary deliver to Purchaser the risk certificate representing shares of Preferred Stock. Except as provided in Paragraph 3, below, Purchaser shall fund such amounts to Borrower as required by the Guarantor as obligors in respect terms of the Guaranty Obligationsthis Agreement upon receipt of written demand for such amounts. 3.

Obligations Unconditional. The obligations of the Guarantor hereunder Guarantors under Section 4.1 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents Credit Documents, any Secured Swap Contracts, any Secured Treasury Management Agreements or any Secured Bilateral Letters of Credit, or any other agreement or instrument referred to therein, or any substitution, release, impairment, non-perfection or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made)). The Guarantor agrees that this Guaranty may be enforced by any Secured Party 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 the Notes or any other of the Loan Documents or any Collateralguarantor, if any, hereafter securing the Guaranty Obligations or otherwise and the Guarantor hereby waives the right to require the Administrative Agent or the Lender to make demand on or proceed against any Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender to pursue any other remedy or enforce any other right. The Guarantor further agrees that nothing contained herein shall prevent any Secured Party from suing on the Notes or any of the other Loan Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateral, if any, securing the Guaranty Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateral; it being the purpose and intent of this Section 4.2 that the Guarantor that its obligations of the Guarantors hereunder shall be absolute, independent absolute and unconditional under any and all circumstances. Neither Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Guarantor’s obligations Borrowers or any other Guarantor for amounts paid under this Guaranty nor Section 4 until such time as the Banks (or any remedy for other Swap Banks, Treasury Management Banks or Bilateral Letter of Credit Banks) have been paid in full in respect of all Obligations, the enforcement thereof Aggregate Commitments have been terminated and no Person or Governmental Authority shall be impairedhave any right to request any return or reimbursement of funds from the Banks (or any other Swap Banks, modifiedTreasury Management Banks or Bilateral Letter of Credit Banks) in connection with monies received under the Credit Documents, changed the Secured Swap Contracts, the Secured Treasury Management Agreements or released in the Secured Bilateral Letters of Credit between any manner whatsoever by an impairment, modification, change, release, increase or limitation member of the liability Consolidated Group and any Bank (or any other Swap Bank, Treasury Management Bank or Bilateral Letter of any Credit Party or by reason Bank). Without limiting the generality of the bankruptcyforegoing, insolvency or analogous procedure of any Credit Party. The Guarantor waives any and all notice of the creationit is agreed that, renewal, extension accrual or increase of any of the Guaranty Obligations and notice of or proof of reliance by any Secured Party on this Guaranty or acceptance of this Guaranty. The Guaranty Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Credit Parties, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Lawlaw, the occurrence of any one or more of the Guaranty Obligations, following shall not alter or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) impair the application of payments received from any source to the payment of indebtedness other than the Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result liability of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims Guarantor hereunder which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord shall remain absolute and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor unconditional as obligors in respect of the Guaranty Obligations.described above:

Obligations Unconditional. The Each Guarantor agrees that the obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents Operative Agreements, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Company Obligations, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety surety, guarantor or guarantor (other than to co-obligor, it being the extent intent of this Section 6B.2 that the Obligations have been paid obligations of the Guarantors hereunder shall be absolute and performed in full (other than unconditional under any contingent indemnification and expense reimbursement obligations for which no claim has been made))all circumstances. The Each Guarantor agrees that this Guaranty Section 6B may be enforced by any Secured Party the Financing Parties without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Documents Operative Agreements or any Collateralcollateral, if any, hereafter securing the Guaranty Company Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Financing Parties to make demand on or proceed against any Borrower Party the Lessee or any other Person (including without limitation a co-guarantor) or to require the Administrative Agent or the Lender Financing Parties to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Lessee or any other Guarantor of the Company Obligations for amounts paid under this Section 6B until such time as the Loans, Lessor Advance, accrued but unpaid interest, accrued but unpaid Lessor Yield and all other amounts owing under the Operative Agreements have been paid in full. Without limiting the generality of the waiver provisions of this Section 6B, each Guarantor hereby waives any rights to require the Financing Parties to proceed against the Lessee or any co-guarantor or to require Lessor to pursue any other remedy or enforce any other right, including without limitation, any and all rights under N.C. Gen. Stat. 26-7 through 26-9. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Financing Parties from suing on the Notes or any of the other Loan Documents Operative Agreement or foreclosing its or their, as applicable, any security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Company Obligations or from exercising any other rights available to it or them, as applicable, under this Credit any Operative Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any Guarantor’s 's obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances; provided that any amounts due under this Section 6B which are paid to or for the benefit of any Financing Party shall reduce the Company Obligations by a corresponding amount (unless required to be rescinded at a later date). Neither the any Guarantor’s 's obligations under this Guaranty Section 6B 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 release or limitation of the liability of any Credit Party the Lessee or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit Partythe Lessee. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Company Obligations and notice of or proof of reliance by any Secured Financing Party on upon this Guaranty Section 6B or acceptance of this Guaranty. Section 6B. The Guaranty Obligations, and any part of them, Company Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. Section 6B. All dealings between the Credit PartiesLessee and any of the Guarantors, on the one hand, and the Secured Financing Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligations.Section 6B.

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents Documents, or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty may be enforced by any Secured Party the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Registered Notes or any other of the Loan Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Borrower or any other Guarantor of the Obligations for amounts paid under this Guaranty until such time as the Lenders have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Loan Documents. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party Lender from suing on the any Registered Notes or any of the other Loan Documents or the Collateral Agent from foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Registered Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any of any Guarantor’s 's obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the any Guarantor’s 's obligations under this 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 release or limitation of the liability of any Credit Party Borrower or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit PartyBorrower. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Obligations and notice of or proof of reliance by the Collateral Agent or any Secured Party on Lender upon this Guaranty or acceptance of this Guaranty. The Guaranty Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between any of the Credit PartiesBorrowers and the Guarantors, on the one hand, and the Secured PartiesCollateral Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any Guarantors further agree to all rights of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent off as set forth in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty ObligationsSection 8.04.

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents this Agreement, or any other agreement or instrument referred to thereinherein, 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 (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty guaranty may be enforced by any Secured Party the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes this Agreement or any other of the Loan Documents Document or any Collateralcollateral, if any, hereafter securing the Guaranty Guaranteed Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any Borrower Party other Guarantor or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (or any other guarantor of the Guaranteed Obligations) for amounts paid under this guaranty until such time as the Lenders have been paid in full, all commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreement. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Lenders from suing on the Notes this Agreement or any of the other Loan Documents Document or foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Guaranteed Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, Agreement or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any Guarantor’s 's obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the a Guarantor’s 's obligations under this Guaranty 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 Credit Party or by reason of the bankruptcy, insolvency or analogous procedure of any Credit Party. The Guarantor waives any and all notice of the creation, renewal, extension accrual or increase of any of the Guaranty Obligations and notice of or proof of reliance by any Secured Party on this Guaranty or acceptance of this Guaranty. The Guaranty Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Credit Parties, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligations.,

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Guaranteed Obligations or any of the Loan Documents Documents, or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty may be enforced by any Secured Party the Agent, on behalf of the Lenders, without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or Notes, any other of the Loan Documents or any the Collateral, if any, hereafter securing the Guaranty Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any the Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Lenders have been paid in full, all Commitments under this Agreement have been terminated, and no Person or governmental authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Loan Documents. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Agent or the Lenders from suing on the Notes or any of the other Loan Documents or foreclosing its or their, as applicable, their security interest in or Lien on any Collateral, if any, securing the Guaranty Obligations Collateral or from exercising any other rights available to it or them, as applicable, them under this Credit Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the any Guarantor’s obligations under this 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 release or limitation of the liability of any Credit Party the Borrower or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit Partythe Borrower. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Guaranteed Obligations and notice of or proof of reliance by by, the Agent or any Secured Party on Lender upon this Guaranty or acceptance of this Guaranty. The Guaranty Guaranteed Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Credit PartiesBorrowers and any of the Guarantors, on the one hand, and the Secured PartiesAgent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligations.

Obligations Unconditional. The obligations Each Bank’s obligation to make Revolving Loans pursuant to Section 2.1B and/or to purchase Swing Line Loan Participations in connection with a Notice of Swing Line Loan Refunding shall be subject to the Guarantor hereunder conditions that (i) such Bank shall have received a Notice of Swing Line Loan Refunding complying with the provisions hereof and (ii) at the time the Swing Line Loans that are the subject of such Notice of Swing Line Loan Refunding were made, the Swing Line Lender making the same had no actual written notice from another Bank that an Event of Default had occurred and was continuing, but otherwise shall be absolute and unconditional, irrespective shall be solely for the benefit of the valueSwing Line Lender that gives such Notice of Swing Line Loan Refunding, genuinenessand shall not be affected by any circumstance, validityincluding, regularity without limitation, (A) any set-off, counterclaim, recoupment, defense or enforceability of any of the Loan Documents or other right that such Bank may have against any other agreement or instrument referred to thereinBank, 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 (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made)). The Guarantor agrees that this Guaranty may be enforced by any Secured Party 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 the Notes or any other of the Loan Documents or any Collateral, if any, hereafter securing the Guaranty Obligations or otherwise and the Guarantor hereby waives the right to require the Administrative Agent or the Lender to make demand on or proceed against any Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender to pursue any other remedy or enforce any other right. The Guarantor further agrees that nothing contained herein shall prevent any Secured Party from suing on the Notes or any of the other Loan Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateral, if any, securing the Guaranty Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the NotesBorrower, any other of the Loan DocumentsGuarantor, or any other instrument Person, or Borrower or Guarantor may have against any Bank or other Person, as the case may be, for any reason whatsoever; (B) the occurrence or continuance of security, if any, and the exercise a Default or Event of Default; (C) any event or circumstance involving a Material Adverse Effect; (D) any breach of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateral; it being the purpose and intent of the Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the Guarantor’s obligations under this 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 Credit Party or by reason of the bankruptcy, insolvency or analogous procedure of any Credit Party. The Guarantor waives any and all notice of the creation, renewal, extension accrual or increase of any of the Guaranty Obligations and notice of or proof of reliance Loan Document by any Secured Party on this Guaranty party thereto; or acceptance of this Guaranty. The Guaranty Obligations(E) any other circumstance, and any part of them, shall conclusively be deemed to have been created, contracted happening or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Credit Parties, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the followingevent, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (A) any failure similar 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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or foregoing. Upon the request of any Bank, the obligation of Borrower to repay the Swing Line Loan made by such Bank and to pay interest thereon shall be evidenced by a Swing Line Loan Note of Borrower in the form of Exhibit B hereto, payable to the Swing Line Lender in the principal amount of its Swing Line Loan Participation Amount, or, if less, the aggregate unpaid principal amount of Swing Line Loans made hereunder by the Swing Line Lender. Subject to the provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement Agreement, Borrower shall be entitled under this Section 2.1B to borrow funds, repay the same in whole or in part and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty Obligations, or any agreement relating thereto, re-borrow hereunder at any time being found and from time to be illegal, invalid or unenforceable in any respect, (D) time during the application of payments received from any source to the payment of indebtedness other than the Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty ObligationsCommitment Period.

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents Credit Documents, or any other agreement or instrument referred to thereinherein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty guaranty may be enforced by any Secured Party each holder of a Note without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes Notes, this Agreement (including, without limitation, under paragraph 8) or any other of the Loan Credit Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Guaranteed Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender holder of any Note to make demand on or proceed against any Borrower other Credit Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender holder of any Note to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any other Credit Party or any other guarantor of the Guaranteed Obligations for amounts paid under this guaranty until such time as the holders of the Notes have been paid in full, and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the holder of any Note in connection with monies received under this Agreement. Each Guarantor further agrees that nothing contained herein shall prevent the holder of any Secured Party Note from suing on the Notes Notes, this Agreement or any of the other Loan Documents Credit Document or foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Guaranteed Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any of a Guarantor’s 's obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the a Guarantor’s 's obligations under this Guaranty 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 release or limitation of the liability of any a Credit Party or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any a Credit Party. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Guaranteed Obligations and notice of or proof of reliance of by the holder of any Secured Party on Note upon this Guaranty guaranty or acceptance of this Guarantyguaranty. The Guaranty Guaranteed Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantyguaranty. All dealings between the Credit PartiesCompany and any of the Guarantors, on the one hand, and the Secured Partiesholders of Notes, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligations.guaranty,

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty may be enforced by any Secured Party the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Credit Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Credit Party Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any the Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Credit Party Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Lenders from suing on the Notes or any of the other Loan Credit Documents or any of the Hedging Agreements or foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any of any Guarantor’s 's obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the any Guarantor’s 's obligations under this 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 release or limitation of the liability of any Credit Party the Borrower or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit Partythe Borrower. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Credit Party Obligations and notice of or proof of reliance of by any Secured Party on Administrative Agent or any Lender upon this Guaranty or acceptance of this Guaranty. The Guaranty Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Credit PartiesBorrower and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any Guarantors further agree to all rights of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent off as set forth in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty ObligationsSection 11.2.

Obligations Unconditional. The obligations of the Guarantor hereunder Guarantors hereunder, subject to the limitations of Sections 14.1 and 14.2, are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Transaction Documents 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 (other than to the extent that prior payment of the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made)amounts due). The Each Guarantor agrees that this either Guaranty may be enforced by any the Administrative Agent on behalf of the Secured Party Parties without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Transaction Documents or any Collateral, if any, hereafter securing the Guaranty Obligations Aggregate Unpaids or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or on behalf of the Lender Secured Parties to make demand on or proceed against any Borrower Party the Borrowers or any other Person (including a co-guarantor) or to require the Administrative Agent or on behalf of the Lender Secured Parties to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrowers for amounts paid under the Guaranties until such time as the Aggregate Unpaids have been paid in full in cash, all Commitments under this Agreement have been terminated and, to the extent the Borrowers or either Guarantor is party to any Insolvency Proceeding, no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Administrative Agent or the other Secured Parties in connection with monies received under the Transaction Documents. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Administrative Agent from suing on enforcing the Notes or any of the other Loan Transaction Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateral, if any, securing the Guaranty Obligations Aggregate Unpaids or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, any of 118 the Notes, any other of the Loan Transaction Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the such Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the Guarantor’s obligations under this Guaranty hereunder 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 Credit Party the Borrowers, the Servicer or the Originator or by reason of the bankruptcybankruptcy or insolvency of the Borrowers, insolvency the Servicer, the Originator or analogous procedure of any Credit Partythe Guarantor. The Guarantor waives any and all notice of the creation, renewal, extension accrual or increase of any of the Guaranty Obligations and notice of or proof of reliance by any Secured Party on this Guaranty or acceptance of this Guaranty. The Guaranty ObligationsAggregate Unpaids, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantythe Guaranties provided in Sections 14.1 and 14.2. All dealings between the Credit PartiesBorrowers, the Servicer, the Originator and the Guarantors, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantythe Guaranties provided in Sections 14.1 and 14.2. The Each Guarantor hereby agrees subordinates to the Aggregate Unpaids all debts, liabilities and acknowledges that its obligation hereunder shall not other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be released evidenced by note, contract, open account, book entry or discharged otherwise, owing by any of the followingBorrowers, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (A) any failure to assert or enforce or agreement not to assert or enforce, Servicer 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 Originator to the Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty ObligationsGuarantor.

Obligations Unconditional. The Each Guarantor agrees that the obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents Operative Agreements, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Company Obligations, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety surety, guarantor or guarantor (other than to co-obligor, it being the extent intent of this Section 6B.2 that the Obligations have been paid obligations of the Guarantors hereunder shall be absolute and performed in full (other than unconditional under any contingent indemnification and expense reimbursement obligations for which no claim has been made))all circumstances. The Each Guarantor agrees that this Guaranty Section 6B may be enforced by any Secured Party the Financing Parties without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes Notes, the Certificates or any other of the Loan Documents Operative Agreements or any Collateralcollateral, if any, hereafter securing the Guaranty Company Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Financing Parties to make demand on or proceed against any Borrower Party the Construction Agent, the Lessee or any other Person (including without limitation a co-guarantor) or to require the Administrative Agent or the Lender Financing Parties to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it hereby waives any and all right 27 of subrogation, indemnity, reimbursement or contribution against the Lessee and the Construction Agent or any other Guarantor of the Company Obligations for amounts paid under this Section 6B until such time as the Loans, Holder Advances, accrued but unpaid interest, accrued but unpaid Holder Yield and all other amounts owing under the Operative Agreements have been paid in full. Without limiting the generality of the waiver provisions of this Section 6B, each Guarantor hereby waives any rights to require the Financing Parties to proceed against the Construction Agent, the Lessee or any co-guarantor or to require Lessor to pursue any other remedy or enforce any other right, including without limitation, any and all rights under N.C. Gen, Stat. ss. 26-7 through 26-9. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Financing Parties from suing on the Notes or any of the other Loan Documents Operative Agreement or foreclosing its or their, as applicable, any security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Company Obligations or from exercising any other rights available to it or them, as applicable, under this Credit any Operative Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any Guarantor’s 's obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances; provided that any amounts due under this Section 6B which are paid to or for the benefit of any Financing Party shall reduce the Company Obligations by a corresponding amount (unless required to be rescinded at a later date). Neither the any Guarantor’s 's obligations under this Guaranty Section 6B 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 release or limitation of the liability of any Credit Party the Construction Agent or the Lessee or by reason of the bankruptcy, bankruptcy or insolvency of the Construction Agent or analogous procedure of any Credit Partythe Lessee. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Company Obligations and notice of or proof of reliance by any Secured Financing Party on upon this Guaranty Section 6B or acceptance of this Guaranty. Section 6B. The Guaranty Obligations, and any part of them, Company Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. Section 6B. All dealings between the Credit PartiesConstruction Agent, the Lessee and any of the Guarantors, on the one hand, and the Secured Financing Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligations.Section 6B.

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute absolute, irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Credit Documents or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty may be enforced by any Secured Party the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Credit Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any Borrower Party the Borrowers or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrowers or any other Guarantor of the Obligations for amounts paid under this Guaranty until such time as the Lenders have been paid in full, all Commitments under this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Lenders from suing on the Notes or any of the other Loan Credit Documents or foreclosing its or their, as applicable, any security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Obligations or from exercising any other rights available to it or them, as applicable, any of them under this Credit Agreement, the Notes, any other of the Loan other Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Guarantor’s any obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralany Guarantor hereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent independent, irrevocable and unconditional under any and all circumstances. Neither the any Guarantor’s 's obligations under this 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 release or limitation of the liability of any Credit Party the Borrowers or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit Partythe Borrowers. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Obligations and notice of or proof of reliance by the Administrative Agent or any Secured Party on Lender upon this Guaranty or acceptance of this Guaranty. The Guaranty Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Credit PartiesBorrowers and any of the Guarantors, on the one hand, and the Secured PartiesAdministrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any Guarantors further agree to all rights of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent off as set forth in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty ObligationsSection 11.2.

Obligations Unconditional. The Guarantors agree that the obligations of the Guarantor Guarantors hereunder are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents Operative Agreements, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Company Obligations, and, 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 surety, guarantor or guarantor (other than to co-obligor, it being the extent intent of this Section 6B.2 that the Obligations have been paid obligations of the Guarantors hereunder shall be absolute and performed in full (other than unconditional under any contingent indemnification and expense reimbursement obligations for which no claim has been made))all circumstances. The Guarantor agrees Guarantors agree that this Guaranty Section 6B may be enforced by any Secured Financing Party without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to any of the Notes Operative Agreements or any other of the Loan Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Company Obligations or otherwise and the Guarantor Guarantors hereby waives waive the right to require the Administrative Agent or the Lender Financing Parties to make demand on or proceed against any Borrower Party the Construction Agent, the Lessee or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Financing Parties to pursue any other remedy or enforce any other right. The Guarantors further agree that each Guarantor hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Construction Agent, the Lessee or any other guarantor of the Company Obligations for amounts paid under this Section 6B until such time as the Lessor Advances, accrued but unpaid Lessor Yield and all other amounts owing under the Operative Agreements have been paid in full. Without limiting the generality of the waiver provisions of this Section 6B, the Guarantors hereby waive any rights to require the Financing Parties to proceed against the Construction Agent, the Lessee or any co-guarantor or to require the Lessor to pursue any other remedy or enforce any other right, including any and all rights under N.C. Gen. Stat. § 26-7 through 26-9, or any similar statute. Additionally, the Guarantors hereby waive any rights and defenses that are or may become available to any of them by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. The foregoing waivers and the provisions otherwise set forth in this Section 6B which pertain to North Carolina law or to California law are included solely out of an abundance of caution, and shall not be construed to mean that any such provisions of North Carolina law or California law are in any way applicable to this Section 6B or the Company Obligations. The Guarantors further agrees agree that nothing contained herein in this Section 6B shall prevent any Secured Party the Financing Parties from suing on the Notes or any of the other Loan Documents Operative Agreement or foreclosing its or their, as applicable, any security interest in or Lien on any Collateral, if any, securing the Guaranty Company Obligations or from exercising any other rights available to it or them, as applicable, under this Credit any Operative Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Guarantor’s obligations hereunder unless of the Obligations shall be paid in full with the proceeds of such security or CollateralGuarantors hereunder; it being the purpose and intent of the Guarantor Guarantors that its the obligations of the Guarantors hereunder shall be absolute, independent and unconditional under any and all circumstances; provided, that any amounts due under this Section 6B which are paid to or for the benefit of any Financing Party shall reduce the Company Obligations by a corresponding amount (unless required to be rescinded at a later date). Neither the Guarantor’s obligations of the Guarantors under this Guaranty Section 6B 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 release or limitation of the liability of any other Credit Party or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any other Credit Party. The Guarantor waives Guarantors waive any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Company Obligations and notice of or proof of reliance by any Secured Financing Party on upon this Guaranty Section 6B or acceptance of this Guaranty. Section 6B. The Guaranty Obligations, and any part of them, Company Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. Section 6B. All dealings between the Credit Parties, on the one hand, and the Secured Financing Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligations.Section 6B.

Obligations Unconditional. The Each Guarantor agrees that the obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents Operative Agreements, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Company Obligations, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety surety, guarantor or guarantor (other than to co-obligor, it being the extent intent of this Section 6B.2 that the Obligations have been paid obligations of the Guarantors hereunder shall be absolute and performed in full (other than unconditional under any contingent indemnification and expense reimbursement obligations for which no claim has been made))all circumstances. The Each Guarantor agrees that this Guaranty Section 6B may be enforced by any Secured Party the Financing Parties without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes Notes, the Certificates or any other of the Loan Documents Operative Agreements or any Collateralcollateral, if any, hereafter securing the Guaranty Company Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Financing Parties to make demand on or proceed against any Borrower Party the Construction Agent, the Lessee or any other Person (including without limitation a co-guarantor) or to require the Administrative Agent or the Lender Financing Parties to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Lessee and the Construction Agent or any other Guarantor of the Company Obligations for amounts paid under this Section 6B until such time as the Loans, Holder Advances, accrued but unpaid interest, accrued but unpaid Holder Yield and all other amounts owing under the Operative Agreements have been paid in full. Without limiting the generality of the waiver provisions of this Section 6B, each Guarantor hereby waives any rights to require the Financing Parties to proceed against the Construction Agent, the Lessee or any co-guarantor or to require Lessor to pursue any other remedy or enforce any other right. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Financing Parties from suing on the Notes or any of the other Loan Documents Operative Agreement or foreclosing its or their, as applicable, any security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Company Obligations or from exercising any other rights available to it or them, as applicable, under this Credit any Operative Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any Guarantor’s 's obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances; provided that any amounts due under this Section 6B -------- which are paid to or for the benefit of any Financing Party shall reduce the Company Obligations by a corresponding amount (unless required to be rescinded at a later date). Neither the any Guarantor’s 's obligations under this Guaranty Section 6B 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 release or limitation of the liability of any Credit Party the Construction Agent or the Lessee or by reason of the bankruptcy, bankruptcy or insolvency of the Construction Agent or analogous procedure of any Credit Partythe Lessee. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Company Obligations and notice of or proof of reliance by any Secured Financing Party on upon this Guaranty Section 6B or acceptance of this Guaranty. Section 6B. The Guaranty Obligations, and any part of them, Company Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. Section 6B. All dealings between the Credit PartiesConstruction Agent, the Lessee and any of the Guarantors, on the one hand, and the Secured Financing Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligations.Section 6B.

Obligations Unconditional. (a) The obligations of Guarantor hereby guarantees that the Guarantor hereunder are absolute and unconditional, irrespective of Guaranteed Obligations will be paid strictly in accordance with the value, genuineness, validity, regularity or enforceability of any terms of the Loan Documents or any other agreement or instrument referred to thereinDocuments, to the fullest extent permitted by Applicable Law, irrespective regardless of any other circumstance whatsoever which might otherwise constitute a legal law, regulation or equitable discharge order now or defense hereafter in effect in any jurisdiction affecting any of a surety such terms or guarantor (other than to the extent that rights of the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))Lender with respect thereto. The Guarantor agrees that this Guaranty may be enforced by its guarantee constitutes a guaranty of payment when due and not of collection, and waives any Secured Party 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 the Notes or any other of the Loan Documents or any Collateral, if any, hereafter securing the Guaranty Obligations or otherwise and the Guarantor hereby waives the right to require the Administrative Agent or that any resort be made by the Lender to make demand any security held for payment of the Guaranteed Obligations or to any balance of any deposit account or credit on the books of the Lender in favor of the Borrower or proceed against any Borrower Party or for any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender to pursue any other remedy or enforce any other rightreason. The Guarantor further agrees that nothing contained herein shall prevent any Secured Party from suing on the Notes or any of the other Loan Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateral, if any, securing the Guaranty Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateral; it being the purpose and intent liability of the Guarantor that its obligations hereunder shall be absoluteabsolute and unconditional, independent joint and unconditional under several, irrespective of: (i) any and all circumstances. Neither the Guarantor’s obligations under this Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed lack of validity or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability enforceability of any Credit Party or by reason of the bankruptcy, insolvency or analogous procedure of any Credit Party. The Guarantor waives any and all notice of the creation, renewal, extension accrual or increase of any of the Guaranty Obligations and notice of or proof of reliance by any Secured Party on this Guaranty or acceptance of this Guaranty. The Guaranty Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. All dealings between the Credit Parties, on the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant relating thereto; (ii) any change in the time, manner or place of payment of, or of in any guaranty other term in respect of, all or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty ObligationsGuaranteed Obligations (including, without limitation, any extension for longer than the original period), or any agreement relating thereto, at other amendment or waiver of or consent to any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received departure from any source to provision of any Loan Document (including the payment creation or existence of indebtedness other than any Guaranteed Obligations in excess of the Guaranty Obligationsamount permitted by any lending formula contained in the Loan Documents or the amount evidenced by the Loan Documents); (iii) any exchange or release of, even though the Administrative Agent might have elected to apply such payment or non-perfection of any lien on or security interest in, any Collateral, or any release or amendment or waiver of or consent to any part departure from any other guaranty, for all or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral Guaranteed Obligations; (other than as a result iv) the existence of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defensesclaim, set-offs off, defense, or counterclaims which other right that the Borrowers Borrower or the Guarantor may allege have against any Person, including, without limitation, the Lender, or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), and (Gv) any other act or thing or omissioncircumstance which might otherwise constitute a defense available to, or delay to do any other act a discharge of, the Borrower or thing, which may or might in any manner or to any extent vary the risk of the Guarantor as obligors in respect of the Guaranty Obligationshereof.

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents Credit Documents, the Hedging Agreements or the Treasury Management Agreements, or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty may be enforced by any Secured Party the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Credit Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Credit Party Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any the Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Credit Party Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements or Treasury Management Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Lenders from suing on the Notes or any of the other Loan Documents Credit Documents, any of the Hedging Agreements or any of the Treasury Management Agreements or foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any of any Guarantor’s 's obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its Guarantor's obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the any Guarantor’s 's obligations under this 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 release or limitation of the liability of any Credit Party the Borrower or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit Partythe Borrower. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Credit Party Obligations and notice of or proof of reliance by the Agent or any Secured Party on Lender upon this Guaranty Guarantee or acceptance of this GuarantyGuarantee. The Guaranty Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuarantyGuarantee. All dealings between the Credit PartiesBorrower and any of the Guarantors, on the one hand, and the Secured PartiesAgent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty ObligationsGuarantee.

Obligations Unconditional. The obligations of the Guarantor hereunder are U.S. Subsidiary Guarantors under Section 12.1 with respect to the Credit Party Obligations and the obligations of the Canadian Guarantors under Section 12.1 with respect to the Canadian Obligations are, in each case, joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents Credit Documents, Hedging Agreements between any Lender or Affiliate of a Lender and the applicable Borrower, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Credit Party Obligations or the Canadian Obligations, as the case may be, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made)). The Guarantor agrees that this Guaranty may be enforced by any Secured Party 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 the Notes or any other of the Loan Documents or any Collateralguarantor, if any, hereafter securing the Guaranty Obligations or otherwise and the Guarantor hereby waives the right to require the Administrative Agent or the Lender to make demand on or proceed against any Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender to pursue any other remedy or enforce any other right. The Guarantor further agrees that nothing contained herein shall prevent any Secured Party from suing on the Notes or any of the other Loan Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateral, if any, securing the Guaranty Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateral; it being the purpose and intent of this Section 12.2 that the Guarantor that its respective obligations of the U.S. Subsidiary Guarantors and the Canadian Guarantors hereunder shall be absolute, independent absolute and unconditional under any and all circumstances. Neither Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Guarantor’s obligations applicable Borrower or any other applicable Guarantor of the Canadian Obligations for amounts paid under this Guaranty nor Article XII until such time as the Lenders (and any remedy for Affiliates of Lenders entering into Hedging Agreements with the enforcement thereof shall be impaired, modified, changed or released applicable Borrower) have been paid in any manner whatsoever by an impairment, modification, change, release, increase or limitation full in respect of the liability of any all Credit Party Obligations or by reason of the bankruptcy, insolvency or analogous procedure of any Credit Party. The Guarantor waives any and all notice of the creation, renewal, extension accrual or increase of any of the Guaranty Obligations and notice of or proof of reliance by any Secured Party on this Guaranty or acceptance of this Guaranty. The Guaranty Canadian Obligations, and any part of themas the case may be, shall conclusively be deemed to all Commitments under this Credit Agreement have been created, contracted terminated and no Person or incurred, Governmental Authority shall have any right to request any return or renewed, extended, amended reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or waived, in reliance upon this Guaranty. All dealings Hedging Agreements between the Credit Parties, on the one hand, applicable Borrower and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by 102 any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification ofLender, or any consent to departure from, any Affiliate of a Lender. Without limiting the generality of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant theretoforegoing, or of any guaranty or other security for the Guaranty Obligationsit is agreed that, (C) to the fullest extent permitted by Applicable Lawlaw, the occurrence of any one or more of the Guaranty Obligations, following shall not alter or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) impair the application of payments received from any source to the payment of indebtedness other than the Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result liability of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims Guarantor hereunder which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord shall remain absolute and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor unconditional as obligors in respect of the Guaranty Obligations.described above:

Obligations Unconditional. The obligations obligation of the Guarantor hereunder are under Section 1.01 hereof is absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or any other agreement or instrument referred to thereinDebentures, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made)). The Guarantor agrees that this Guaranty may be enforced by any Secured Party 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 the Notes or any other of the Loan Documents or any Collateralguarantor, if any, hereafter securing the Guaranty Obligations or otherwise and the Guarantor hereby waives the right to require the Administrative Agent or the Lender to make demand on or proceed against any Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender to pursue any other remedy or enforce any other right. The Guarantor further agrees that nothing contained herein shall prevent any Secured Party from suing on the Notes or any of the other Loan Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateral, if any, securing the Guaranty Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the Guarantor’s obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateral; it being the purpose and intent of this Section 1.02 that the obligations of the Guarantor that its obligations hereunder shall be absolute, independent absolute and unconditional under any and all circumstances. Neither Without limiting the Guarantor’s obligations under this Guaranty nor generality of the foregoing, it is agreed that the occurrence of any remedy for one or more of the enforcement thereof following shall be impaired, modified, changed not alter or released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of impair the liability of the Guarantor hereunder which shall remain absolute and unconditional as described above: (a) at any Credit Party time or by reason from time to time, without notice to the Guarantor, the time for any performance of or compliance with the Debentures shall be extended, or such performance or compliance shall be waived; or (b) unless the obligations of the bankruptcyGuarantor would be materially increased, insolvency the Subscription Agreement shall be amended in any respect, or analogous procedure any right of LCS Golf under the Subscription Agreement or any other agreement or instrument referred to herein or therein shall be waived or any other guaranty of the Debentures shall be released or exchanged in whole or in part or otherwise dealt with; or the addition or partial or entire release of any Credit Party. The Guarantor waives any and all notice guarantor, maker, surety, endorser, indemnitor or other party or parties primarily or secondarily liable for the payment and/or performance of the creation, renewal, extension accrual Debentures; or increase (d) the assumption of any of the Guaranty Obligations and notice of or proof of reliance Debentures by any Secured Party on this Guaranty other person, whether by assignment, sale, sublease, conveyance or acceptance otherwise; or (e) the institution of this Guaranty. The Guaranty Obligations, and any part suit or the obtaining of them, shall conclusively be deemed to have been created, contracted any judgment against the Guarantor or incurredthe maker, or renewedany surety, extendedendorser, amended indemnitor or waivedother party or parties primarily or secondarily liable for the payment and/or performance of the Debentures; or (f) any other event, circumstance or condition which might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being expressly agreed that the obligations of the Guarantor shall in reliance upon this Guaranty. All dealings between no way be diminished, impaired, affected or released by the Credit Parties, on neglect or failure of the one hand, and the Secured Parties, on the other hand, likewise shall be conclusively presumed Investor to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by do any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, setabove-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligationsdescribed acts.

Obligations Unconditional. The Each Guarantor agrees that the obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents Operative Agreements, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Company Obligations, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety surety, guarantor or guarantor (other than to co-obligor, it being the extent intent of this Section 6A.2 that the Obligations have been paid obligations of the Guarantors hereunder shall be absolute and performed in full (other than unconditional under any contingent indemnification and expense reimbursement obligations for which no claim has been made))all circumstances. The Each Guarantor agrees that this Guaranty Section 6A may be enforced by any Secured Party the Financing Parties without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes Notes, the Certificates or any other of the Loan Documents Operative Agreements or any Collateralcollateral, if any, hereafter securing the Guaranty Company Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Financing Parties to make demand on or proceed against any Borrower Party the Construction Agent, the Lessee or any other Person (including without limitation a co-guarantor) or to require the Administrative Agent or the Lender Financing Parties to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Lessee and the Construction Agent or any other Guarantor of the Company Obligations for amounts paid under this Section 6A until such time as the Loans, Holder Advances, accrued but unpaid interest, accrued but unpaid Holder Yield and all other amounts owing under the Operative Agreements have been paid in full. Without limiting the generality of the waiver provisions of this Section 6A, each Guarantor hereby waives any rights to require the Financing Parties to proceed against the Construction Agent, the Lessee or any co-guarantor or to require Lessor to pursue any other remedy or enforce any other right. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Financing Parties from suing on the Notes or on, consistent with Section 12.7, any of the other Loan Documents Operative Agreement or foreclosing its or their, as applicable, any security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Company Obligations or from exercising any other rights available to it or them, as applicable, under this Credit any Operative Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any Guarantor’s 's obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances; provided that any amounts due under this Section 6A which are paid to or for the benefit of any Financing Party shall reduce the Company Obligations by a corresponding amount (unless required to be rescinded at a later date). Neither the Except as finally adjudicated by a court of competent jurisdiction, neither any Guarantor’s 's obligations under this Guaranty Section 6A 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 release or limitation of the liability of any Credit Party the Construction Agent or the Lessee or by reason of the bankruptcy, bankruptcy or insolvency of the Construction Agent or analogous procedure of any Credit Partythe Lessee. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Company Obligations and notice of or proof of reliance by any Secured Financing Party on upon this Guaranty Section 6A or acceptance of this Guaranty. Section 6A. The Guaranty Obligations, and any part of them, Company Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty. Section 6A. All dealings between the Credit PartiesConstruction Agent, the Lessee and any of the Guarantors, on the one hand, and the Secured Financing Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty Obligations.Section 6A.

Obligations Unconditional. The obligations of the Guarantor Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents Credit Documents, or any other agreement or instrument referred to therein, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than to the extent that the Obligations have been paid and performed in full (other than any contingent indemnification and expense reimbursement obligations for which no claim has been made))guarantor. The Each Guarantor agrees that this Guaranty may be enforced by any Secured Party the Lenders without the necessity at any time of resorting to or exhausting any other security or Collateral collateral and without the necessity at any time of having recourse to the Notes or any other of the Loan Credit Documents or any Collateralcollateral, if any, hereafter securing the Guaranty Credit Party Obligations or otherwise and the each Guarantor hereby waives the right to require the Administrative Agent or the Lender Lenders to make demand on or proceed against any the Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent or the Lender Lenders to pursue any other remedy or enforce any other right. The Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Credit Party Obligations for amounts paid under this Guaranty until such time as the Lenders have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent any Secured Party the Lenders from suing on the Notes or any of the other Loan Credit Documents or foreclosing its or their, as applicable, security interest in or Lien on any Collateralcollateral, if any, securing the Guaranty Credit Party Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Credit Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of the any of any Guarantor’s 's obligations hereunder unless the Obligations shall be paid in full with the proceeds of such security or Collateralhereunder; it being the purpose and intent of the each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the any Guarantor’s 's obligations under this 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 release or limitation of the liability of any Credit Party the Borrower or by reason of the bankruptcy, bankruptcy or insolvency or analogous procedure of any Credit Partythe Borrower. The Each Guarantor waives any and all notice of the creation, renewal, extension or accrual or increase of any of the Guaranty Credit Party Obligations and notice of or proof of reliance of by the Agent or any Secured Party on Lender upon this Guaranty Guarantee or acceptance of this GuarantyGuarantee. The Guaranty Credit Party Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuarantyGuarantee. All dealings between the Credit PartiesBorrower and any of the Guarantors, on the one hand, and the Secured PartiesAgent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. The Guarantor hereby agrees and acknowledges that its obligation hereunder shall not be released or discharged by any of the following, whether or not the Administrative Agent shall have had notice or knowledge of any of them (other than payment in full of the Guaranty Obligations (except for contingent indemnification and expense reimbursement obligations)): (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 Guaranty Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranty Obligations, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Guaranty Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Guaranty 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 Guaranty Obligations, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranty Obligations, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral (other than as a result of any action or inaction on the part of the Administrative Agent or any lender that is within such Person’s reasonable control), (F) any defenses, set-offs or counterclaims which the Borrowers may allege or assert against the Administrative Agent in respect of the Guaranty Obligations, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury (other than a defense of payment or performance in full of the Obligations), 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 risk of the Guarantor as obligors in respect of the Guaranty ObligationsGuarantee.