Common use of Obligations Unconditional Clause in Contracts

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreements, 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. Each Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. 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 the Lenders from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any Agent or any Lender upon this Guarantee or acceptance of this Guarantee. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute absolute, irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreements, 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. Each Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower Borrowers or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower Borrowers 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 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 the Lenders from suing on the Notes or any of the other Credit Documents or foreclosing any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it any of them under this Credit Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent independent, irrevocable and unconditional under any and all circumstances. Neither 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 or limitation of the liability of the Borrower Borrowers or by reason of the bankruptcy or insolvency of the BorrowerBorrowers. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any the Administrative Agent or any Lender upon this Guarantee Guaranty or acceptance of this GuaranteeGuaranty. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeGuaranty. All dealings between the Borrower Borrowers and any of the Guarantors, on the one hand, and the Agents Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeGuaranty. The Guarantors further agree to all rights of set-off as set forth in Section 11.2.

Obligations Unconditional. The obligations of the Guarantors 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 Credit Transaction Documents or the Hedging Agreements, 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. Each Guarantor Seller agrees that this Guaranty Section 1.12 may be enforced by the Lenders Purchaser Parties 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 Credit Transaction Documents or any collateral, if any, collateral hereafter securing the Credit Party Obligations of a Seller or otherwise otherwise, and each Guarantor Seller hereby waives the right to require the Lenders any Purchaser Party to make demand on or proceed against the Borrower any Seller, any Servicer, any Originator or any other Person (including a co-guarantor) or to require the Lenders any Purchaser Party to pursue any other remedy or enforce any other right. Each Guarantor Seller further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower Other Seller or any other Guarantor guarantor of the Credit Party any Seller’s Obligations for amounts paid under this Guaranty Section 1.12 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 DocumentsFinal Payout Date. Each Guarantor Seller further agrees that nothing contained herein shall prevent the Lenders any Purchaser Party from suing on the Notes or any of the other Credit Transaction Documents or any of the Hedging Agreements or foreclosing its or their, as applicable, security interest in or Lien lien on any collateral, if any, collateral securing the 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 Credit 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 any of any Guarantor's such Seller’s obligations hereunder; it being the purpose and intent of each Guarantor Seller that its obligations hereunder under this Section 1.12 shall be absolute, independent and unconditional under any and all circumstances. Neither any Guarantor's 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 release, increase or limitation of the liability of the Borrower Other Seller, of any Servicer or of any Originator or by reason of the bankruptcy or insolvency of the BorrowerOther Seller, of any Servicer or of any Originator. Each Guarantor Seller waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations of the Other Seller and notice of or proof of reliance of by any Agent or any Lender upon Purchaser Party on the guarantees set forth in this Guarantee Section 1.12 or acceptance of this Guaranteethereof. The 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 the guarantees set forth in this GuaranteeSection 1.12. All dealings between the Borrower and any Seller (or any of its Affiliates, including the Guarantorsinitial Servicers and the Originators), on the one hand, and the Agents and the LendersPurchaser 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 GuaranteeSection 1.12. Each Seller hereby subordinates to the Obligations of the Other Seller all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and 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 Other Seller, any Servicer, any Originator or any of their respective Affiliates.

Obligations Unconditional. (i) The obligations of the Guarantors hereunder each Borrower under this Section 2.06 are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Transaction 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. . (ii) Each Guarantor Borrower agrees that this Guaranty Section 2.06 may be enforced by the Administrative Agent, the Lenders and the other Secured Parties 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 Credit Transaction Documents or any collateral, if any, collateral hereafter securing the Credit Party Borrower Obligations or otherwise otherwise, and each Guarantor Borrower hereby waives the right to require the Lenders any Secured Party to make demand on or proceed against any Borrower, the Borrower Servicer, any Originator, the Performance Guarantor or any other Person (including a co-guarantor) or to require the Lenders any Secured Party to pursue any other remedy or enforce any other right. Each Guarantor Borrower further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower other Borrowers or any other Guarantor guarantor of the Credit Party any Borrower Obligations for amounts paid under this Guaranty Section 2.06 until such time as the Lenders date following the Final Payout Date. (and any Affiliates of Lenders entering into Hedging Agreementsiii) 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 Borrower further agrees that nothing contained herein in this Agreement shall prevent the Lenders any Secured Party from suing on the Notes or any of the other Credit Transaction Documents or any of the Hedging Agreements or foreclosing its or their, as applicable, security interest in or Lien lien on any collateral, if any, collateral securing the Credit Party 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 Credit 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 any of any Guarantor's such Borrower’s obligations hereunder; it being the purpose and intent of each Guarantor Borrower that its obligations hereunder under this Section 2.06 shall be absolute, independent and unconditional under any and all circumstances. . (iv) Neither any Guarantor's Borrower’s obligations under this Guaranty Section 2.06 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release release, increase or limitation of the liability of the Borrower other Borrower, of the Servicer, any Originator or of the Performance Guarantor or by reason of the bankruptcy or insolvency of the Borrowerother Borrowers, the Servicer, any Originator or of the Performance Guarantor. Each Guarantor Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Borrower Obligations and notice of or proof of reliance of by any Agent or any Lender upon Secured Party on the guarantees set forth in this Guarantee Section 2.06 or acceptance of this Guaranteethereof. The Credit Party 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 the guarantees set forth in this Guarantee. Section 2.06. (v) All dealings between the any Borrower and (or any of its Affiliates, including the GuarantorsServicer, the Originators and the Performance Guarantor), on the one hand, and the Agents and the LendersSecured 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 GuaranteeSection 2.06. (vi) Each Borrower hereby subordinates to the obligations of the other Borrowers all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and 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 other Borrowers, the Servicer, any Originator, the Performance Guarantor or any of their respective Affiliates.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreementsthis 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. Each Guarantor agrees that this Guaranty guaranty may be enforced by the Lenders 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 Credit Documents Loan Document or any collateral, if any, hereafter securing the Credit Party Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower any other Guarantor or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower any other Guarantor (or any other Guarantor guarantor of the Credit Party Obligations Guaranteed Obligations) for amounts paid under this Guaranty 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 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 Credit Documentsthis Agreement. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing in any jurisdiction on the Notes this Agreement or any of the other Credit Documents or any of the Hedging Agreements Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Guaranteed Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the Credit 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 any of any Guarantor's ’s obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any 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 or limitation of the liability of the Borrower or any other Guarantor, (ii) by reason of the bankruptcy or insolvency of such other Guarantor, (iii) by reason of the Borrowerapplication of the laws of any foreign jurisdiction or (iv) by reason of the location of such other Guarantor in any foreign jurisdiction. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Guaranteed Obligations and notice of or proof of reliance of by any the Administrative Agent or any Lender upon this Guarantee guaranty or acceptance of this Guaranteeguaranty. The Credit Party Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranteeguaranty. All dealings between the Parent Borrower and any of the Guarantors, on the one hand, and the Agents Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteeguaranty.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreements, 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. Each Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower Borrowers or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower Borrowers 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 the Lenders from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither 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 or limitation of the liability of the Borrower Borrowers or by reason of the bankruptcy or insolvency of the BorrowerBorrowers. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower Borrowers and any of the Guarantors, on the one hand, and the Agents Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantors further agree to all rights of set-off as set forth in Section 11.2.

Obligations Unconditional. The obligations of the Guarantors 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 Credit Transaction Documents or the Hedging Agreements, 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. Each Guarantor Seller agrees that this Guaranty Section 1.5 may be enforced by the Lenders 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 and without the necessity at any time of having recourse to the Notes or any other of the Credit Transaction Documents or any collateral, if any, collateral hereafter securing the Credit Party Obligations of a Seller or otherwise otherwise, and each Guarantor Seller hereby waives the right to require the Lenders any Affected Party to make demand on or proceed against the Borrower any Seller, Servicer, any Originator or any other Person (including a co-guarantor) or to require the Lenders any Affected Party to pursue any other remedy or enforce any other right. Each Guarantor Seller further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower other Sellers or any other Guarantor guarantor of the Credit Party any Seller’s Obligations for amounts paid under this Guaranty Section 1.5 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 DocumentsFinal Payout Date. Each Guarantor Seller further agrees that nothing contained herein shall prevent the Lenders any Affected Party from suing on the Notes or any of the other Credit Transaction Documents or any of the Hedging Agreements or foreclosing its or their, as applicable, security interest in or Lien lien on any collateral, if any, collateral securing the 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 Credit 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 any of any Guarantor's such Seller’s obligations hereunder; it being the purpose and intent of each Guarantor Seller that its obligations hereunder under this Section 1.5 shall be absolute, independent and unconditional under any and all circumstances. Neither any Guarantor's 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 release, increase or limitation of the liability of the Borrower other Sellers, of Servicer or of any Originator or by reason of the bankruptcy or insolvency of the Borrowerother Sellers, of Servicer or of any Originator. Each Guarantor Seller waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations of the other Sellers and notice of or proof of reliance of by any Agent or any Lender upon Affected Party on the guarantees set forth in this Guarantee Section 1.5 or acceptance of this Guaranteethereof. The 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 the guarantees set forth in this GuaranteeSection 1.5. All dealings between the Borrower and any Seller (or any of its Affiliates, including the Guarantorsinitial Servicers and the Originators), on the one hand, and the Agents and the LendersAffected 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 GuaranteeSection 1.5. Each Seller hereby subordinates to the Obligations of the other Sellers all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and 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 other Sellers, Servicer, any Originator or any of their respective Affiliates.

Obligations Unconditional. The obligations of the Guarantors 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 Credit Transaction Documents or the Hedging Agreements, 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. Each Guarantor Borrower agrees that this Guaranty Section 1.25 may be enforced by the Lenders 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 and without the necessity at any time of having recourse to the Notes or any other of the Credit Transaction Documents or any collateral, if any, collateral hereafter securing the Credit Party Obligations of a Borrower or otherwise otherwise, and each Guarantor Borrower hereby waives the right to require the Lenders any Secured Party to make demand on or proceed against the Borrower any Borrower, any Servicer, any Originator or any other Person (including a co-guarantor) or to require the Lenders any Secured Party to pursue any other remedy or enforce any other right. Each Guarantor Borrower further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower other Borrowers or any other Guarantor guarantor of the Credit Party Obligations any Borrower’s obligations for amounts paid under this Guaranty Section 1.25 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 DocumentsFinal Payout Date. Each Guarantor Borrower further agrees that nothing contained herein shall prevent the Lenders any Secured Party from suing on the Notes or any of the other Credit Transaction Documents or any of the Hedging Agreements or foreclosing its or their, as applicable, security interest in or Lien lien on any collateral, if any, collateral securing the 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 Credit 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 any of any Guarantor's such Borrower’s obligations hereunder; it being the purpose and intent of each Guarantor Borrower that its obligations hereunder under this Section 1.25 shall be absolute, independent and unconditional under any and all circumstances. Neither any Guarantor's 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 release, increase or limitation of the liability of the Borrower other Borrowers, of any Servicer or of any Originator or by reason of the bankruptcy or insolvency of the Borrowerother Borrowers, of any Servicer or of any Originator. Each Guarantor Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations obligations of the other Borrowers and notice of or proof of reliance of by any Agent or any Lender upon Secured Party on the guarantees set forth in this Guarantee Section 1.25 or acceptance of this Guaranteethereof. The Credit Party 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 GuaranteeSection 1.25. All dealings between the any Borrower and (or any of its Affiliates, including the Guarantorsinitial Servicers and the Originators), on the one hand, and the Agents and the LendersSecured 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 GuaranteeSection 1.25. Each Borrower hereby subordinates to the obligations of the other Borrowers all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and 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 other Borrowers, any Servicer, any Originator or any of their respective Affiliates.

Obligations Unconditional. The obligations of each Guarantor hereunder, subject to the Guarantors hereunder limitations of Section 14.1, are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Transaction Documents or the Hedging Agreements, or any other agreement or instrument referred to herein or 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 guarantorguarantor (other than the prior payment of the amounts due). Each Guarantor agrees that this Guaranty may be enforced by Administrative Agent on behalf of the Lenders Secured Parties 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 Credit Transaction Documents or any collateral, if any, hereafter securing the Credit Party Obligations Aggregate Unpaids or otherwise and each Guarantor hereby waives the right to require Administrative Agent on behalf of the Lenders Secured Parties to make demand on or proceed against the Borrower or any other Person (including a co-guarantor) or to require Administrative Agent on behalf of the Lenders Secured Parties to pursue any other remedy or enforce any other right. 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) Aggregate Unpaids have been indefeasibly paid in fullfull in cash, all Commitments under the Credit this Agreement have been terminated and 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 Lenders Administrative Agent or the other Secured Parties in connection with monies received under the Credit Transaction Documents. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders Administrative Agent from suing on enforcing the Notes or any of the other Credit Transaction Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateralCollateral, if any, securing the Credit Party Obligations Aggregate Unpaids or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the Credit 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 any of any each Guarantor's ’s obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Guarantor's the 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 release, increase or limitation of the liability of the Borrower Borrower, the Servicer or the Originator or by reason of the bankruptcy or insolvency of the Borrower, the Servicer, the Originator or any Guarantor. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations Aggregate Unpaids and notice of or proof of reliance of by any the Administrative Agent or any Lender upon other Secured Party on this Guarantee Guaranty or acceptance of this GuaranteeGuaranty. The Credit Party 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 GuaranteeGuaranty. All dealings between the Borrower Borrower, the Servicer, the Originator and any of the GuarantorsGuarantor, on the one hand, and the Agents Administrative Agent and the Lendersother Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeGuaranty. Each Guarantor hereby subordinates to the Aggregate Unpaids all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and 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 Borrower, the Servicer or the Originator to any Guarantor.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging AgreementsDocuments, 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. Each Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. 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, full and 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 Documentsterminated. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any Guarantor's ’s obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any the Administrative Agent or any Lender upon this Guarantee Guaranty or acceptance of this GuaranteeGuaranty. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeGuaranty. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeGuaranty. The Guarantors further agree to all rights of set-off as set forth in Section 11.2.

Obligations Unconditional. The obligations of the Guarantors hereunder Guarantor under this Guaranty are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the Loan Documents, or any substitution, release or exchange of any other guaranty of or security for any of the Credit Documents Guaranteed Obligations or the Hedging AgreementsLoans, or any other agreement or instrument referred to thereinand, 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, it being the intent of this Section 1.02 that the obligations of Guarantor hereunder shall be absolute and unconditional under any and all circumstances and shall not be released, discharged or in any way affected or impaired by any thing, event, happening, matter, circumstance or condition whatsoever (whether or not Guarantor shall have any knowledge or notice thereof or shall consent thereto). Each In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees that this as follows: (a) This Guaranty is a guaranty of payment and performance when due and not of collection. (b) The obligations of Guarantor hereunder are independent of the obligations of Borrower or Guarantor under the other Loan Documents to which they are a party and the obligations of any other guarantor of the obligations of Borrower under the Loan Documents, and a separate action or actions may be enforced by the Lenders without the necessity at brought and prosecuted against Guarantor whether or not 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed action is brought against the Borrower or any other Person guarantors and whether or not Borrower is joined in any such action or actions. (including a co-guarantorc) Payment, performance or to require the Lenders to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogationcompletion by Guarantor, indemnity, reimbursement or contribution against the Borrower or any other Guarantor guarantor, of a portion, but not all, of the Credit Party Guaranteed Obligations shall in no way limit, affect, modify or abridge Guarantor’s liability for amounts paid under this Guaranty until such time as any portion of the Lenders Guaranteed Obligations which has not been paid, performed or completed. Without limiting the generality of the foregoing, if the Administrative Agent (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 the Lenders from suing on the Notes or any of the Lenders) is awarded a judgment in any suit brought to enforce Guarantor’s covenant to pay, perform or complete a portion of the Guaranteed Obligations, such judgment shall not be deemed to release Guarantor from its covenant to pay, perform or complete the portion of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied by Guarantor, limit, affect, modify or abridge any other Credit Documents guarantor’s liability in respect of the Guaranteed Obligations. (d) The Administrative Agent on behalf of the Lenders (subject to the terms of the Loan Documents), upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability of this Guaranty or giving rise to any reduction, limitation, impairment, discharge or termination of Guarantor’s liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment or performance under the Loan Documents, (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any Loan Document and/or subordinate the payment of the Hedging Agreements same to the payment of any other obligations; (iii) request and accept other guaranties of any of Borrower’s obligations under the Loan Documents and take and hold security for the payment or foreclosing performance of this Guaranty or the Loan Documents; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, fail to perfect its security interest in, alter, subordinate or modify, with or without consideration, any security for payment or performance of Borrower’s obligations under the Loan Documents, any other guaranties of the Loans, or any other obligation of any Person (including any other guarantor) with respect to the Loans; (v) enforce and apply any security now or hereafter held by or for the benefit of the Administrative Agent and the Lenders in respect of this Guaranty or Lien the Loans and direct the order or manner of sale thereof, and to bid at any such sale, or exercise any other right or remedy that the Administrative Agent or the Lenders may have against any such security, in each case as in its discretion may determine consistent with any applicable security agreement, including foreclosure on any collateralsuch security pursuant to one or more judicial or nonjudicial sales, if anyeven though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of Guarantor against Borrower or any security for the Guaranteed Obligations; (vi) apply any payments or recoveries from Borrower, securing Guarantor or any other source, and any proceeds of any security, to the Credit Party Guaranteed Obligations in such manner, order and priority as the Administrative Agent may elect (whether or from exercising not those obligations are guaranteed by this Guaranty or secured at the time of the application); and (vii) exercise any other rights available to it under this Credit Agreementthe Loan Documents. The Administrative Agent may take any of the foregoing actions upon any terms and conditions as the Administrative Agent may elect, without giving notice to Guarantor or obtaining the consent of Guarantor and without affecting the liability of Guarantor to the Administrative Agent or the Lenders. (e) This Guaranty and the obligations of Guarantor hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than payment in full of the outstanding Loans, together with all other amounts due to the Administrative Agent and the Lenders under the Loan Documents and the termination of any remaining Commitments, or performance in full of the Guaranteed Obligations), including, without limitation, the Notesoccurrence of any of the following, whether or not Guarantor shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election 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 other of claim or demand or any right, power or remedy (whether arising under the Credit Loan Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or the Loan Documents, or with respect to any other instrument guaranty of or security for the payment or performance of the Guaranteed Obligations or the Loans; (ii) any rescission, 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 the Loan Documents, Project Documents, the Plans and Specifications, the Construction Schedule, the Budget or of any other guaranty or security for the Guaranteed Obligations or the Loans, in each case whether or not in accordance with the terms of the Loan Documents or any agreement relating to such other guaranty or security; (iii) any Loan Document at any time being found to be illegal, invalid or unenforceable with respect to Borrower; (iv) the application of payments received from any source (other than payments received pursuant to this Guaranty or the other Loan Documents or from the proceeds of any security for the Guaranteed Obligations or the Notes except to the extent such security also serves as collateral for indebtedness other than the Guaranteed Obligations or the Notes) to the payment of indebtedness other than the Loans, even though the Administrative Agent and/or the Lenders might have elected to apply such payment to any part or all of the Loans; (v) the Administrative Agent’s consent to the change, reorganization or termination of the ownership structure or existence of Borrower or any of its Affiliates and to any corresponding restructuring of the Loans, including, without limitation, the Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Loans, including, without limitation, the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims that Borrower may assert against the Administrative Agent or any of the Lenders in respect of the Loans, including, without limitation, the failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, other than payment or performance of such obligations under the Loan Documents to the extent encompassed in the Guaranteed Obligations; (viii) the acquisition or transfer of title to the Project to the Administrative Agent, any of the Lenders, any Affiliate of the Lenders or any designee of the Administrative Agent or the Lenders (including, without limitation, any purchaser through foreclosure, deed in lieu or otherwise); (ix) any act or event which might otherwise discharge, reduce, limit or modify Guarantor’s obligations under this Guaranty; (x) any waiver, extension, modification, forbearance, delay or other act or omission of the Administrative Agent or the Lenders, or their failure to proceed promptly or otherwise as against Borrower, Guarantor or any security; (xi) any action, omission or circumstance which might increase the likelihood that Guarantor may be called upon to perform under this Guaranty or which might affect the rights or remedies of Guarantor as against Borrower; or (xii) any dealings occurring at any time between Borrower and the Administrative Agent or any Lender, whether relating to the Guaranteed Obligations or otherwise; and any other thing or omission, or delay to do any other act or thing, which may or might in any manner or in any extent vary the risk of Guarantor as an obligor in respect of the Guaranteed Obligations. (f) Whether or not Guarantor’s obligations under this Guaranty are subject to any maximum dollar amount or any other limitation expressly set forth in this Guaranty, Guarantor’s liability under this Guaranty shall not be impaired, reduced or affected by reason of Administrative Agent’s and/or any Lender’s application of any payments received from any source (i) to the payment of any obligation or indebtedness of Borrower which is not part of the Guaranteed Obligations, even though Administrative Agent and/or any such Lender might lawfully have elected to apply such payment to any part or all of the Guaranteed Obligations or (ii) to the payment of any of the Guaranteed Obligations (whether or not such payment might reduce the outstanding amount of the Guaranteed Obligations to a sum that is less than the maximum dollar liability, if any, of Guarantor expressly set forth herein), unless and until such payment shall have become indefeasible, the amount so paid shall no longer be available for future advance under the Loans, and the exercise of any of the aforesaid rights Loans and the completion of any foreclosure proceedings all other Guaranteed Obligations shall not constitute a discharge of any of any Guarantor's obligations hereunderhave been indefeasibly paid and performed in full; it being the purpose and intent intention of each the parties that, notwithstanding any payments applied in reduction of the Guaranteed Obligations from any source, Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any remain fully liable for the payment of all of the Guaranteed Obligations until the Loans and all circumstancesother Guaranteed Obligations have been indefeasibly paid and performed in full and the Lenders shall have no further or continuing obligation to make any additional advances of the Loans to Borrower. Neither any Guarantor's obligations under this Guaranty nor any remedy for the enforcement thereof As used herein, an “indefeasible” payment shall be impairedmean and refer to a payment that is no longer subject to potential disaffirmance, modified, changed or released in any manner whatsoever by an impairment, modificationset aside, changeoffset, release recoupment, defeasance, recovery, disallowance, or recapture pursuant to the provisions of any federal or state law, regulation or order applicable to or governing creditors’ rights, including without limitation Title 11 of the liability of the Borrower or United States Code, as amended, either by reason of the bankruptcy passage of time following such payment or insolvency the final judgment of a court of competent jurisdiction establishing the unassailable right of the Borrower. Each Guarantor waives any and all notice of the creationparty receiving such payment to retain such payment without reduction, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any Agent or any Lender upon this Guarantee or acceptance of this Guarantee. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurredoffset, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteeimpairment.

Obligations Unconditional. The obligations of the Guarantors each Guarantor hereunder are are, joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Loan Documents or the Hedging Agreements, 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 guarantorguarantor other than the defense of the actual timely payment by the relevant Borrower of its Obligations. Each Guarantor guarantees that the Obligations will be paid regardless of any applicable law, regulation, order or decree now or hereinafter in effect in any jurisdiction affecting any terms of such Obligation or any right of any Bank or the Administrative Agent with respect thereto. Each Guarantor agrees that this Guaranty may be enforced by the Lenders Banks 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 Credit Loan Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Banks to proceed against the any Borrower or any other Person (including a the other Guarantor or any other co-guarantor) or to require the Lenders Banks to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Borrower, the Borrower other Guarantor, or any other Guarantor 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) Banks have been paid in full, all Commitments under the Credit 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 Credit Documentsterminated. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders Banks from suing on the Notes or any of the other Credit Loan Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations Obligation or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the Credit 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 any either Guarantor's ’s obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the obligations of any Guarantor's obligations 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 or limitation of the liability of the any Borrower or any Guarantor or by reason of the bankruptcy or insolvency of the Borrowerany Borrower or any Guarantor. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any the Administrative Agent or any Lender upon Bank on this Guarantee Guaranty or acceptance of this GuaranteeGuaranty. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.any

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreements, 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. Each Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. 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 the Lenders from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any Guarantor's ’s obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any the Administrative Agent or any Lender upon this Guarantee Guaranty or acceptance of this GuaranteeGuaranty. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeGuaranty. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeGuaranty. The Guarantors further agree to all rights of set-off and automatic debits as set forth in Section 11.2.

Obligations Unconditional. The obligations of the Guarantors QB Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Loan 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 guarantorQB Guarantor. Each The QB Guarantor agrees that this Qualified Borrower Guaranty may be enforced by any Secured Party pursuant to the Lenders Credit Agreement 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 Qualified Borrower Notes or any other of the Credit Loan Documents or any collateral, if any, hereafter securing the Credit Party Obligations Guaranteed Debt or otherwise and each the QB Guarantor hereby waives the right to require the Administrative Agent or the Lenders to make demand on or proceed against the any Borrower or any other Person (including a co-guarantorQB Guarantor) or to require the Administrative Agent or the Lenders to pursue any other remedy or enforce any other right. 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 The QB Guarantor further agrees that nothing contained herein shall prevent the Lenders any Secured Party from suing on the Qualified Borrower Notes or any of the other Credit Loan 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 Credit Party 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 Credit 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 any the QB Guarantor's ’s obligations hereunder; it being the purpose and intent of each the QB Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any the QB Guarantor's ’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 release, increase or limitation of the liability of the any Borrower or by reason of the bankruptcy bankruptcy, insolvency or insolvency analogous procedure of the any Borrower. Each The QB Guarantor waives any and all notice of the creation, renewal, extension accrual or accrual increase of any of the Credit Party Obligations Guaranteed Debt and notice of or proof of reliance of by any Agent or any Lender upon Secured Party on this Guarantee Qualified Borrower Guaranty or acceptance of this GuaranteeQualified Borrower Guaranty. The 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 GuaranteeQualified Borrower Guaranty. All dealings between the Borrower and any of the GuarantorsBorrowers, on the one hand, and the Agents and the LendersSecured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeQualified Borrower Guaranty. The QB Guarantor represents and warrants that 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 subject to any limitation, impairment or 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: (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 Guaranteed Debt or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranteed 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 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 Guaranteed Debt, (C) to the fullest extent permitted by Applicable Law, any of the Guaranteed 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 Guaranteed Debt, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranteed Debt, (E) any failure to perfect or continue perfection of a security interest in any of the Collateral, (F) any defenses, set-offs or counterclaims which any Borrower may allege or assert against the Administrative Agent in respect of the Guaranteed Debt, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and 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 an obligor in respect of the Guaranteed Debt.

Obligations Unconditional. The obligations of the Guarantors 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 Credit Transaction Documents or the Hedging Agreements, 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. Each Guarantor Seller agrees that this Guaranty Section 1.5 may be enforced by the Lenders 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 and without the necessity at any time of having recourse to the Notes or any other of the Credit Transaction Documents or any collateral, if any, collateral hereafter securing the Credit Party Obligations of a Seller or otherwise otherwise, and each Guarantor Seller hereby waives the right to require the Lenders any Affected Party to make demand on or proceed against the Borrower any Seller, Servicer, any Originator, or any other Person (including a co-guarantor) or to require the Lenders any Affected Party to pursue any other remedy or enforce any other right. Each Guarantor Seller further agrees that it shall have no right of subrogation, indemnity, reimbursement reimbursement, or contribution against the Borrower other Sellers or any other Guarantor guarantor of the Credit Party any Seller’s Obligations for amounts paid under this Guaranty Section 1.5 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 DocumentsFinal Payout Date. Each Guarantor Seller further agrees that nothing contained herein shall prevent the Lenders any Affected Party from suing on the Notes or any of the other Credit Transaction Documents or any of the Hedging Agreements or foreclosing its or their, as applicable, security interest in or Lien lien on any collateral, if any, collateral securing the 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 Credit 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 any of any Guarantor's such Seller’s obligations hereunder; it being the purpose and intent of each Guarantor Seller that its obligations hereunder under this Section 1.5 shall be absolute, independent independent, and unconditional under any and all circumstances. Neither any Guarantor's 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 release, increase, or limitation of the liability of the Borrower other Sellers, of Servicer or of any Originator or by reason of the bankruptcy or insolvency of the Borrowerother Sellers, of Servicer or of any Originator. Each Guarantor Seller waives any and all notice of the creation, renewal, extension extension, or accrual of any of the Credit Party Obligations of the other Sellers and notice of or proof of reliance of by any Agent or any Lender upon Affected Party on the guarantees set forth in this Guarantee Section 1.5 or acceptance of this Guaranteethereof. The Credit Party 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 GuaranteeSection 1.5. All dealings between the Borrower and any Seller (or any of its Affiliates, including the Guarantorsinitial Servicers and the Originators), on the one hand, and the Agents and the LendersAffected 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 GuaranteeSection 1.5. Each Seller hereby subordinates to the Obligations of the other Sellers all debts, liabilities, and other obligations, whether direct, indirect, primary, secondary, several, joint and 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 other Sellers, Servicer, any Originator or any of their respective Affiliates.

Obligations Unconditional. The obligations of the Guarantors hereunder 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 Credit Transaction Documents or the Hedging Agreements, or any other agreement or instrument referred to herein or 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 guarantorguarantor (other than the prior payment of the amounts due). Each Guarantor agrees that this either Guaranty may be enforced by the Lenders Administrative Agent on behalf of the Secured Parties 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 Credit Transaction Documents or any collateralCollateral, if any, hereafter securing the Credit Party Obligations Aggregate Unpaids or otherwise and each Guarantor hereby waives the right to require Administrative Agent on behalf of the Lenders Secured Parties to make demand on or proceed against the Borrower Borrowers or any other Person (including a co-guarantor) or to require Administrative Agent on behalf of the Lenders Secured Parties to pursue any other remedy or enforce any other right. 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 Borrowers for amounts paid under this Guaranty the Guaranties until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) Aggregate Unpaids have been paid in fullfull in cash, all Commitments under the Credit this Agreement have been terminated and 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 Lenders Administrative Agent or the other Secured Parties in connection with monies received under the Credit Transaction Documents. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders Administrative Agent from suing on enforcing the Notes or any of the other Credit Transaction Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateralCollateral, if any, securing the Credit Party Obligations Aggregate Unpaids or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the Credit 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 any of any such Guarantor's ’s obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Guarantor's ’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 release, increase or limitation of the liability of the Borrower Borrowers, the Servicer or the Originator or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of Borrowers, the creationServicer, renewal, extension the Originator or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any Agent or any Lender upon this Guarantee or acceptance of this GuaranteeGuarantor. The Credit Party 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 Guaranteethe Guaranties provided in Sections 14.1 and 14.2. All dealings between the Borrower Borrowers, the Servicer, the Originator and any of the Guarantors, on the one hand, and the Agents Administrative Agent and the Lendersother Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteethe Guaranties provided in Sections 14.1 and 14.2. Each Guarantor hereby subordinates to the Aggregate Unpaids all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and 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 of the Borrowers, the Servicer or the Originator to the Guarantor.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreementsthis 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. Each Guarantor agrees that this Guaranty guaranty may be enforced by the Lenders Bank 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 Credit Documents Loan Document or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Bank to proceed against the Borrower any other Guarantor or any other Person (including a co-guarantor) or to require the Lenders Bank to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower any other Guarantor (or any other Guarantor guarantor of the Credit Party Obligations Obligations) for amounts paid under this Guaranty guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have Bank has been paid in full, all Commitments commitments under the Credit 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 Bank in connection with monies received under the Credit Documentsthis Agreement. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders Bank from suing in any jurisdiction on the Notes this Agreement or any of the other Credit Documents or any of the Hedging Agreements Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the Credit 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any 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 or limitation of the liability of the Borrower or any other Guarantor, (ii) by reason of the bankruptcy or insolvency of such other Guarantor, (iii) by reason of the Borrowerapplication of the laws of any foreign jurisdiction or (iv) by reason of the location of such other Guarantor in any foreign jurisdiction. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any Agent or any Lender the Bank upon this Guarantee guaranty or acceptance of this Guaranteeguaranty. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranteeguaranty. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents and the LendersBank, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteeguaranty.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreements, 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. Each Guarantor agrees that this Guaranty guaranty may be enforced by the Lenders 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 Notes, the Agreement or any other of the Credit Documents or any collateral, if any, hereafter securing the Credit Party Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the a Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the a Borrower or any other Guarantor guarantor of the Credit Party Guaranteed Obligations for amounts paid under this Guaranty 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 DocumentsAgreement. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes Notes, the Agreement or any of the other Credit Documents Document or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Guaranteed Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any a Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any 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 by an impairment, modification, change, release or limitation of the liability of the a Borrower or by reason of the bankruptcy or insolvency of the a Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Guaranteed Obligations and notice of or proof of reliance of by any an Agent or any Lender upon this Guarantee guaranty or acceptance of this Guaranteeguaranty. The Credit Party Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranteeguaranty. All dealings between the Borrower Borrowers and any of the Guarantors, on the one hand, and the Agents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteeguaranty.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreements, 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. Each Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. 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 the Lenders from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its Guarantor's obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any the Agent or any Lender upon this Guarantee or acceptance of this Guarantee. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreementsthis 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. Each Guarantor agrees that this Guaranty guaranty may be enforced by the Lenders 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 Notes, this Agreement or any other of the Credit Documents Loan Document or any collateral, if any, hereafter securing the Credit Party Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower any other Guarantor or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. Each Guarantor further agrees 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower any other Guarantor (or any other Guarantor guarantor of the Credit Party Obligations Guaranteed Obligations) for amounts paid under this Guaranty guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments commitments under the Credit 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 Credit Documentsthis Agreement. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes Notes, this Agreement or any of the other Credit Documents or any of the Hedging Agreements Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Guaranteed Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any 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 by an impairment, modification, change, release or limitation of the liability of the Borrower any other Guarantor or by reason of the bankruptcy or insolvency of the Borrowersuch other Guarantor. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Guaranteed Obligations and notice of or proof of reliance of by any the Administrative Agent or any Lender upon this Guarantee guaranty or acceptance of this Guaranteeguaranty. The Credit Party Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranteeguaranty. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteeguaranty.

Obligations Unconditional. The obligations of the Guarantors Company hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreementsthis 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. Each Guarantor The Company agrees that this Guaranty guaranty may be enforced by the Lenders 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 Notes, this Agreement or any other of the Credit Documents Loan Document or any collateral, if any, hereafter securing the Credit Party Guaranteed Obligations or otherwise and each Guarantor the Company hereby waives the right to require the Lenders to proceed against the a Designated Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. Each Guarantor The Company further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the a Designated Borrower or any other Guarantor guarantor of the Credit Party Guaranteed Obligations for amounts paid under this Guaranty guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments commitments under the Credit 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 Credit Documentsthis Agreement. Each Guarantor The Company further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes Notes, this Agreement or any of the other Credit Documents or any of the Hedging Agreements Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Guaranteed Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any Guarantorthe Company's obligations hereunder; it being the purpose and intent of each Guarantor the Company that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Guarantorthe 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 or limitation of the liability of the a Designated Borrower or by reason of the bankruptcy or insolvency of the such Borrower. Each Guarantor The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Guaranteed Obligations and notice of or proof of reliance of by any the Administrative Agent or any Lender upon this Guarantee guaranty or acceptance of this Guaranteeguaranty. The Credit Party Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranteeguaranty. All dealings between the Borrower Designated Borrowers and any of the GuarantorsCompany, on the one hand, and the Agents Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteeguaranty.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreements, 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. Each Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. 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 the Lenders from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantors further agree to all rights of set-off and automatic debits as set forth in Section 11.2.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreements, 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. Each Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. 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 the Lenders from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any Agent or any Lender upon this Guarantee or acceptance of this Guarantee. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.foreclosure

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreementsthis 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. Each Guarantor agrees that this Guaranty guaranty may be enforced by the Lenders Bank 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 Credit Documents Loan Document or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Bank to proceed against the Borrower any other Guarantor or any other Person (including a co-guarantor) or to require the Lenders Bank to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower any other Guarantor (or any other Guarantor guarantor of the Credit Party Obligations Obligations) for amounts paid under this Guaranty guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have Bank has been paid in full, all Commitments commitments under the Credit 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 Bank in connection with monies received under the Credit Documentsthis Agreement. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders Bank from suing in any jurisdiction on the Notes this Agreement or any of the other Credit Documents or any of the Hedging Agreements Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the Credit 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any 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 or limitation of the liability of the Borrower or any other Guarantor, (ii) by reason of the bankruptcy or insolvency of such other Guarantor, (iii) by reason of the Borrowerapplication of the laws of any foreign jurisdiction or (iv) by reason of the location of such other Guarantor in any foreign jurisdiction. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any Agent or any Lender the Bank upon this Guarantee guaranty or acceptance of this Guaranteeguaranty. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranteeguaranty. All dealings between the Borrower Parent and any of the Guarantors, on the one hand, and the Agents and the LendersBank, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteeguaranty.

Obligations Unconditional. The obligations of the Guarantors Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Loan Documents or the Hedging Agreements, 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. Each Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Loan Documents or any collateral, if any, hereafter securing the Credit Party Obligations Obligation or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. 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 Obligation 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 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 Loan Documents. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes or any of the other Credit Loan Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations Obligation or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the Credit 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 any Guarantor's obligations hereunder; it being the purpose and intent of each 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 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 or limitation of the liability of the Borrower or Guarantor or by reason of the bankruptcy or insolvency of the BorrowerBorrower or Guarantor. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations Obligation and notice of or proof of reliance of by any Agent or any Lender upon on this Guarantee Guaranty or acceptance of this GuaranteeGuaranty. The Credit Party 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 GuaranteeGuaranty. All dealings between the Borrower and any of the GuarantorsGuarantor, on the one hand, and Administrative Agent, the Agents Letter 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 GuaranteeGuaranty. Guarantor further agrees to all rights of set-off as set forth in SECTION 5.3. Guarantor hereby subordinates to the Obligation all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and 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 Borrower to Guarantor, provided, however that Borrower may make distributions consistent with the terms of SECTION 10.10.

Obligations Unconditional. The obligations of the Guarantors Guarantor hereunder are absolute absolute, irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Loan Documents or the Hedging Agreements, 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. Each The Guarantor agrees that this Guaranty may be enforced by the Lenders 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 any notes issued hereunder or any other of the Credit Loan Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each the Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. Each The 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 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 Credit Loan Documents. Each The Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes issued hereunder or any of the other Credit Loan Documents or foreclosing any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it any of them under this Credit Agreement, the Notes, any other of the Credit 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 any the Guarantor's ’s obligations hereunder; it being the purpose and intent of each the Guarantor that its obligations hereunder shall be absolute, independent independent, irrevocable and unconditional under any and all circumstances. Neither any 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any the Administrative Agent or any Lender upon this Guarantee Guaranty or acceptance of this GuaranteeGuaranty. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeGuaranty. All dealings between the Borrower and any of the GuarantorsGuarantor, on the one hand, and the Agents Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeGuaranty. The Guarantor further agrees to all rights of set-off as set forth in SECTION 9.8.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreements, 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. Each Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. 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 the Lenders from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantors further agree to all rights of set-off as set forth in Section 11.2.

Obligations Unconditional. (a) The liability of INSW hereunder is primary, absolute and unconditional and is exclusive and independent of any security for or other guaranty of the indebtedness of the Borrower, any Subsidiary Guarantor or any other Guaranteed Party whether executed by INSW, any other guarantor or by any other party, and the liability of INSW hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower, any Subsidiary Guarantor or any other Guaranteed Party or 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 other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, any Subsidiary Guarantor or any other Guaranteed Party, (e) to the extent permitted by applicable law, any payment made to any Secured Creditor on the indebtedness which any Secured Creditor repays the Borrower, any Subsidiary Guarantor or any other Guaranteed Party pursuant to court order in any bankruptcy, 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, (f) any action or inaction by the Secured Creditors as contemplated in paragraph (d) below or (g) any invalidity, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor. (b) The obligations of the Guarantors INSW hereunder are absolute and unconditional, irrespective independent of the value, genuineness, validity, regularity or enforceability obligations of any of other guarantor, the Credit Documents or the Hedging AgreementsBorrower, any Subsidiary Guarantor or any other agreement Guaranteed Party, and a separate action or instrument referred to thereinactions may be brought and prosecuted against INSW whether or not action is brought against any other guarantor, the Borrower, any Subsidiary Guarantor or any other Guaranteed Party and whether or not any other guarantor, the Borrower, any Subsidiary Guarantor or any other Guaranteed Party be joined in any such action or actions. INSW waives, to the fullest extent permitted by law, the benefits of any statute of limitations affecting its liability hereunder or the enforcement thereof. Any payment by the Borrower, any Subsidiary Guarantor or any other Guaranteed Party or other circumstance which operates to toll any statute of limitations as to the Borrower, any Subsidiary Guarantor or any other Guaranteed Party shall operate to toll the statute of limitations as to INSW. (c) Any Secured Creditor may, in accordance with the terms of the Credit Agreement, the other Credit Documents and applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Guarantor agrees that this Guaranty may be enforced by the Lenders without the necessity at any time of resorting and from time to or exhausting any other security or collateral and time without the necessity consent of, or notice to, INSW, without incurring responsibility to INSW, without impairing or releasing the obligations of INSW hereunder, upon or without any terms or conditions and in whole or in part: (i) change the manner, place or terms of payment of, and/or change, increase or extend the time of payment of, renew or alter, any of the Guaranteed Obligations (including any increase or decrease in the rate of interest thereon or the principal amount thereof), any security therefor, or any liability incurred directly or indirectly in respect thereof, and the guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered; (ii) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, surrender, impair, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of having recourse those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against; (iii) exercise or refrain from exercising any rights against the Borrower, any Subsidiary Guarantor, any other Guaranteed Party, any other Credit Party, any Subsidiary thereof or otherwise act or refrain from acting; (iv) release or substitute any one or more endorsers, any Subsidiary Guarantors, other guarantors, the Borrower, any other Guaranteed Party, or other obligors; (v) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the Notes payment of any liability (whether due or not) of the Borrower, any Subsidiary Guarantor or any other Guaranteed Party to creditors of the Credit Documents Borrower, such Subsidiary Guarantor or such other Guaranteed Party other than the Secured Creditors; (vi) apply any collateralsums by whomsoever paid or howsoever realized to any liability or liabilities of the Borrower, if any, hereafter securing the Credit Party Obligations or otherwise and each any Subsidiary Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person Guaranteed Party to the Secured Creditors regardless of what liabilities of the Borrower, such Subsidiary Guarantor or such other Guaranteed Party remain unpaid; (including a co-guarantorvii) consent to or to require the Lenders to pursue waive any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogationbreach of, 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 fullact, all Commitments under the Credit Agreement have been terminated and no Person omission 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 the Lenders from suing on the Notes or default under, any of the other Interest Rate Protection Agreements, the Credit Documents or any of the Hedging Agreements instruments or foreclosing its security interest agreements referred to therein, or otherwise amend, modify or supplement (in or Lien on accordance with their terms) any collateralof the Interest Rate Protection Agreements, if any, securing the Credit Party Obligations Documents or from exercising any of such other rights available instruments or agreements; (viii) act or fail to it under this Credit Agreement, act in any manner which may deprive INSW of its right to subrogation against the NotesBorrower, any other of the Credit Documents, Subsidiary Guarantor or any other instrument Guaranteed Party to recover full indemnity for any payments made pursuant to this Guaranty; and/or (ix) take any other action which would, under otherwise applicable principles of securitycommon law, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute give rise to a legal or equitable discharge of any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that INSW from its obligations hereunder shall be absolute, independent and unconditional liabilities under any this Guaranty. (d) This Guaranty is a continuing one and all circumstances. Neither any Guarantor's obligations liabilities to which it applies or may apply 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any Agent or any Lender upon this Guarantee or acceptance of this Guarantee. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents and the Lenders, on the other hand, likewise terms hereof shall be conclusively presumed to have been had created in reliance hereon. No failure or consummated delay on the part of any Secured Creditor in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which any Secured Creditor would otherwise have hereunder. No notice to or demand on INSW shall entitle INSW to any other further notice or demand in similar or other circumstances or constitute a waiver of the rights of any Secured Creditor to any other or further action in any circumstances without notice or demand. It is not necessary for any Secured Creditor to inquire into the capacity or powers of the Borrower, any Subsidiary Guarantor or any other Guaranteed Party or the officers, directors, partners or agents acting or purporting to act on its or their behalf, and any indebtedness made or created in reliance upon this Guaranteethe professed exercise of such powers shall be guaranteed hereunder.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreements, 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. Each Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. 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 the Lenders from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any Guarantor's ’s obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantors further agree to all rights of set-off and automatic debits as set forth in Section 11.2.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging AgreementsDocuments, 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. Each Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. 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 Documentsterminated. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any the Administrative Agent or any Lender upon this Guarantee Guaranty or acceptance of this GuaranteeGuaranty. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeGuaranty. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeGuaranty. The Guarantors further agree to all rights of set-off as set forth in Section 11.2.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreements, 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. Each Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Borrower Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no any right of subrogation, indemnity, reimbursement or contribution it may have against the Borrower or any other Guarantor of the Credit Party Borrower Obligations for amounts paid under this Guaranty until such time as the Lenders shall be subordinated to (and any Affiliates no Guarantor shall assert same unless and until) the repayment in full of Lenders entering into Hedging Agreements) 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, 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 the Lenders from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Borrower Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Borrower Obligations and notice of or proof of reliance of by any Agent or any Lender upon this Guarantee or acceptance of this Guarantee. The Credit Party Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.

Obligations Unconditional. (i) The obligations of the Guarantors hereunder each Seller under this Section 2.06 are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Transaction 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. . (ii) Each Guarantor Seller agrees that this Guaranty Section 2.06 may be enforced by the Lenders Administrative Agent, the Purchasers, the Group Agents and the other Seller Indemnified Parties 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 Credit Transaction Documents or any collateral, if any, collateral hereafter securing the Credit Party Seller Obligations of a Seller or otherwise otherwise, and each Guarantor Seller hereby waives the right to require the Lenders any Seller Indemnified Party to make demand on or proceed against any Seller, the Borrower Servicer, any Originator, any Sub-Servicer or any other Person (including a co-guarantor) or to require the Lenders any Seller Indemnified Party to pursue any other remedy or enforce any other right. Each Guarantor Seller further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower other Seller or any other Guarantor guarantor of the Credit Party any Seller Obligations for amounts paid under this Guaranty Section 2.06 until such time as the Lenders Final Payout Date. (and any Affiliates of Lenders entering into Hedging Agreementsiii) 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 Seller further agrees that nothing contained herein shall prevent the Lenders any Seller Indemnified Party from suing on the Notes or any of the other Credit Transaction Documents or any of the Hedging Agreements or foreclosing its or their, as applicable, security interest in or Lien lien on any collateral, if any, collateral securing the Credit Party Seller Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Credit 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 any of any Guarantor's such Seller’s obligations hereunder; it being the purpose and intent of each Guarantor Seller that its obligations hereunder under this Section 2.06 shall be absolute, independent and unconditional under any and all circumstances. . (iv) Neither any Guarantor's Seller’s obligations under this Guaranty Section 2.06 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release release, increase or limitation of the liability of the Borrower other Seller, of the Servicer, of any Sub-Servicer or of any Originator or by reason of the bankruptcy or insolvency of the Borrowerother Seller, of the Servicer, of any Sub-Servicer or of any Originator. Each Guarantor Seller waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Seller Obligations of the other Seller and notice of or proof of reliance of by any Agent or any Lender upon Seller Indemnified Party on the guarantees set forth in this Guarantee Section 2.06 or acceptance of this Guaranteethereof. The Credit Party Seller 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 Guarantee. Section 2.06. (v) All dealings between the Borrower and any Seller (or any of its Affiliates, including the GuarantorsServicers, the Originators and the Sub-Servicer), on the one hand, and the Agents and the LendersSeller Indemnified 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 GuaranteeSection 2.06. (vi) Each Seller hereby subordinates to the payment in full of the Seller Obligations, all rights of such Seller to all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and 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 other Seller, the Servicer, any Sub-Servicer, any Originator or any of their respective Affiliates.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreements, 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. Each Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the 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 the Lenders from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantors further agree to all rights of set-off as set forth in Section 11.2.

Obligations Unconditional. The Guarantors agree that the obligations of the Guarantors hereunder are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Operative Agreements, any of the Secured Hedge 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 Guaranteed 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 guarantorco-obligor, it being the intent of this Section 6B.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees The Guarantors agree that this Guaranty Section 6B may be enforced by the Lenders any Financing Party or any Hedge Bank 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 Credit Notes, the Mortgage Notes or any other of the Credit Documents Operative Agreements (in the case of the Financing Parties) or any of the Secured Hedge Agreements (in the case of the Hedge Banks) or any collateral, if any, hereafter securing the Credit Party Guaranteed Obligations or otherwise and each Guarantor the Guarantors hereby waives waive the right to require the Lenders Financing Parties and the Hedge Banks to proceed against the Borrower Construction Agent, the Lessee or any other Person (including a co-guarantor) or to require the Lenders Financing Parties or the Hedge Banks to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Borrower Construction Agent, the Lessee or any other Guarantor guarantor of the Credit Party Guaranteed Obligations for amounts paid under this Guaranty Section 6B until such time as the Lenders Mortgage Loans, the Credit Loans, Lessor Advances, accrued but unpaid interest, accrued but unpaid Lessor Yield and all other amounts owing under the Operative Agreements (in the case of the Financing Parties) and any Affiliates all amounts owing under the Secured Hedge Agreements (in the case of Lenders entering into Hedging Agreementsthe Hedge Banks) 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 or the Hedge Banks 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 any and all Commitments rights under N.C. Gen. Stat. § 26-7 through 26-9, or any similar statute. Additionally, the Credit Agreement have been terminated Guarantors hereby waive any rights and no Person defenses that are or Governmental Authority 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 have not be construed to mean that any right such provisions of North Carolina law or California law are in any way applicable to request any return this Section 6B or reimbursement of funds from the Lenders in connection with monies received under the Credit DocumentsGuaranteed Obligations. Each Guarantor The Guarantors further agrees agree that nothing contained herein in this Section 6B shall prevent the Lenders Financing Parties from suing on any Operative Agreement, the Notes Hedge Banks from suing on any Secured Hedge Agreement or the Financing Parties from foreclosing any of the other Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Guaranteed Obligations or from exercising any other rights available to it the Financing Parties under this Credit any Operative Agreement or available to the Hedge Banks under any Secured Hedge Agreement, the Notes, any other of the 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 any the obligations of any Guarantor's obligations the Guarantors hereunder; it being the purpose and intent of each Guarantor the 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 (a) any Financing Party shall reduce the Guaranteed Obligations regarding the Operative Agreements by a corresponding amount (unless required to be rescinded at a later date) and (b) any Hedge Bank shall reduce the Guaranteed Obligations regarding the Secured Hedge Agreements by a corresponding amount (unless required to be rescinded at a later date). Neither any Guarantor's the 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 or limitation of the liability of the Borrower any other Credit Party or by reason of the bankruptcy or insolvency of the Borrowerany other Credit Party. Each Guarantor waives The Guarantors waive any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Guaranteed Obligations and notice of or proof of reliance of by any Agent Financing Party or any Lender Hedge Bank upon this Guarantee Section 6B or acceptance of this Guarantee. Section 6B. The Credit Party Obligations, and any of them, Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. Section 6B. All dealings between the Borrower and any of the GuarantorsCredit Parties, on the one hand, and the Agents and Financing Parties or the LendersHedge Banks, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.Section 6B.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or any agreements giving rise to Hedging Obligations on the Hedging Agreementspart of any Credit Party, 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. Each Guarantor agrees that this Guaranty guaranty may be enforced by the Lenders 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. 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 guaranty until such time as the Lenders (and any Affiliates of Lenders entering into any agreement with any Credit Party giving rise to Hedging AgreementsObligations 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 the Lenders from suing on the Notes or any of the other Credit Documents or any agreements giving rise to Hedging Obligations on the part of the Hedging Agreements any Credit Party or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any 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 by an impairment, modification, change, release or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any the Agent or any Lender upon this Guarantee or acceptance of this Guarantee. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging AgreementsDocuments, 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. Each Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. 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 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 the Lenders from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither neither 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of or reliance of by any the Agent or any Lender upon this Guarantee or acceptance of this Guarantee. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreements, 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. Each Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and 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 Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. 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 the Lenders from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any Agent or any Lender upon this Guarantee or acceptance of this Guarantee. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.

Obligations Unconditional. The obligations of the Guarantors each Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreementsthis 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. Each Guarantor agrees to the fullest extent permitted by applicable law that this Guaranty guaranty may be enforced by the Lenders Administrative Agent 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 Credit Documents Loan Document or any collateralCollateral, if any, hereafter securing the Credit Party Loan Obligations or otherwise otherwise, and each Guarantor hereby waives the right to require the Lenders Administrative Agent to proceed against the Borrower or any other Person (including a co-guarantor) Guarantor or to require the Lenders Administrative Agent to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no not exercise any 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 guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) Loan Obligations 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 to the fullest extent permitted by applicable law that nothing contained herein shall prevent the Lenders Administrative Agent from suing in any jurisdiction on the Notes this Agreement or any of the other Credit Documents or any of the Hedging Agreements Loan Document or foreclosing its security interest in or Lien on any collateralCollateral, if any, securing the Credit Party Loan Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the Credit 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 any of any Guarantor's ’s obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any To the fullest extent permitted by applicable law, neither 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 or limitation of the liability of the Borrower or any other Guarantor, (ii) by reason of the bankruptcy or insolvency of the BorrowerBorrower or such other Guarantor or (iii) by reason of the application of the laws and regulations of any foreign jurisdiction. Each Guarantor waives to the fullest extent permitted by applicable law any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Loan Obligations and notice of or proof of reliance of by any Agent the Administrative Agent, the Lenders or any Lender the Issuing Banks upon this Guarantee guaranty or acceptance of this Guaranteeguaranty. The Credit Party Loan Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranteeguaranty. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents Administrative Agent and the LendersLenders and the Issuing Banks, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteeguaranty.

Obligations Unconditional. The obligations of the Guarantors each Fund Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Loan Documents or the Hedging Agreements, or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable lawLaw, 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 guarantorany Fund Guarantor. Each Fund Guarantor agrees that this Fund Borrower Guaranty may be enforced by Administrative Agent or the Lenders 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 Credit other Loan Documents or any collateralCollateral, if any, hereafter securing the Credit Party Fund Guaranteed Obligations or otherwise and each Fund Guarantor hereby waives the right to require Administrative Agent or the Lenders to make demand on or proceed against the any Borrower Party or any other Person (including a co-guarantor) or to require Administrative Agent or the Lenders to pursue any other remedy or enforce any other right. Each Fund 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 Administrative Agent or the Lenders in connection with monies received under the Credit Loan Documents. Each Fund Guarantor further agrees that nothing contained herein shall prevent Administrative Agent or the Lenders from suing on the Qualified Borrower Notes or any of the other Credit Loan Documents or any of the Hedging Agreements or foreclosing its or their, as applicable, security interest in or Lien on any collateral, if any, Collateral securing the Credit Party 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 Credit 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 any Fund Guarantor's ’s obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Fund Guarantor's ’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 release, increase or limitation of the liability of the any Qualified Borrower or by reason of the bankruptcy or insolvency of the any Qualified Borrower. Each Fund Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Fund Guaranteed Obligations and notice of or proof of reliance of by any Administrative Agent or any Lender upon on this Guarantee Fund Borrower Guaranty or acceptance of this GuaranteeFund Borrower Guaranty. The Credit Party 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 GuaranteeFund Borrower Guaranty. All dealings between the Borrower and any of the GuarantorsQualified Borrower, on the one hand, and the Agents Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeFund Borrower Guaranty. During the continuance of a Cash Control Event, each Fund Guarantor hereby subordinates to the Fund Guaranteed Obligations all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and 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 Fund Guarantor by any other Qualified Borrower. Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, to the extent the obligations of any Fund Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal Law relating to fraudulent conveyances or transfers) then the obligations of such Fund Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable Law (whether federal or state or otherwise and including, without limitation, Debtor Relief Laws).

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreements, 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. Each Guarantor agrees that this Guaranty guaranty may be enforced by the Lenders 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 Notes, the Agreement or any other of the Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower Company or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower Company or any other Guarantor guarantor of the Credit Party Obligations for amounts paid under this Guaranty 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 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 Credit Documentsthis Agreement. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes Notes, this Agreement or any of the other Credit Documents Document or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, collateral securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any a Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any 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 by an impairment, modification, change, release or limitation of the liability of the Borrower Company or by reason of the bankruptcy or insolvency of the BorrowerCompany. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any the Administrative Agent or any Lender upon this Guarantee guaranty or acceptance of this Guaranteeguaranty. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or contracted, incurred, or renewed, extended, amended or waived, in reliance upon this Guaranteeguaranty. All dealings between the Borrower Company and any of the Guarantors, on the one hand, and the Agents Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteeguaranty.

Obligations Unconditional. The Guarantor agrees that the obligations of the Guarantors Guarantor hereunder are irrevocable, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging 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 guarantorco-obligor, it being the intent of this Section 8B.2 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each The Guarantor agrees that this Guaranty Section 8B may be enforced by the Lenders Financing Parties 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 Notes, the Certificates or any other of the Credit Documents Operative Agreements or any collateral, if any, hereafter securing the Credit Party Company Obligations or otherwise and each the Guarantor hereby waives the right to require the Lenders Financing Parties to proceed against the Borrower Construction Agent, the Lessee or any other Person (including without limitation a co-guarantor) or to require the Lenders Financing Parties to pursue any other remedy or enforce any other right. Each The Guarantor further agrees that it shall have no hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Borrower Lessee and the Construction Agent or any other Guarantor guarantor of the Credit Party Company Obligations for amounts paid under this Guaranty Section 8B until such time as the Lenders (Loans, Holder Fundings, accrued but unpaid interest, accrued but unpaid Holder Yield and any Affiliates of Lenders entering into Hedging Agreements) 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 Commitments rights 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 DocumentsN.C. Gen. Stat. Each (S) 26-7 through 26-9. The Guarantor further agrees that nothing contained herein shall prevent the Lenders Financing Parties from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements Operative Agreement or foreclosing its any security interest in or Lien on any collateral, if any, securing the Credit Party Company Obligations or from exercising any other rights available to it under this Credit any Operative Agreement, the Notes, any other of the 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 any of any the Guarantor's obligations hereunder; it being the purpose and intent of each 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 any Guarantor'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 or limitation of the liability of the Borrower Construction Agent or the Lessee or by reason of the bankruptcy or insolvency of the BorrowerConstruction Agent or the Lessee. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Company Obligations and notice of or proof of reliance of by any Agent or any Lender Financing Party upon this Guarantee Section 8B or acceptance of this Guarantee. Section 8B. The Credit Party Obligations, and any 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 Guarantee. Section 8B. All dealings between the Borrower Construction Agent, the Lessee and any of the GuarantorsGuarantor, on the one hand, and the Agents and the LendersFinancing Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.Section 8B.

Obligations Unconditional. The obligations of the Guarantors Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Loan Documents or the Hedging Agreements, or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable lawLaw, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Guarantor agrees that this Guaranty may be enforced by the Lenders Secured Parties 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 Credit other Loan Documents or any collateralCollateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders any Secured Party to make demand on or proceed against the Borrower any Credit Party or any other Person (including a co-guarantor) or to require the Lenders any Secured Party to pursue any other remedy or enforce any other right. 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 has any right to request any return or reimbursement of funds from the Lenders any Secured Party in connection with monies received under the Credit Loan Documents. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders prevents any Secured Party from suing on the Notes or any of the other Credit Loan Documents or any of the Hedging Agreements or foreclosing its or their, as applicable, security interest in or Lien on any collateral, if any, Collateral securing the 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 Credit 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 will not constitute a discharge of any of any Guarantor's ’s obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Guarantor's ’s obligations under this Guaranty nor any remedy for the enforcement thereof shall will be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release release, increase or limitation of the liability of the Borrower any Credit Party or by reason of the bankruptcy or insolvency of the Borrowerany Credit Party. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Guaranteed Obligations and notice of or proof of reliance of by any Agent or any Lender upon Secured Party on this Guarantee Guaranty or acceptance of this GuaranteeGuaranty. The Credit Party Guaranteed Obligations, and any part of them, shall are hereby conclusively be deemed to be and to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeGuaranty. All dealings between the Borrower and any of the GuarantorsCredit Party, on the one hand, and the Agents and the LendersSecured Parties, on the other hand, likewise shall be are conclusively presumed to have been had or consummated in reliance upon this GuaranteeGuaranty. Guarantor hereby subordinates to the Guaranteed Obligations all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and 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 Guarantor by any other Credit Party; provided, however, that each Credit Party may make distributions consistent with the terms of Section 9.17.

Obligations Unconditional. (a) The obligations of the Domestic Guarantors hereunder under Section 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or other documents relating to the Hedging AgreementsObligations, or any substitution, compromise, release, impairment or exchange of any other agreement guarantee of or instrument referred to thereinsecurity for any of the Obligations, and, to the fullest extent permitted by applicable lawLaw, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.02 that the obligations of the Domestic Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Domestic Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each such Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower Borrowers or any other Guarantor of the Credit Party Obligations for amounts paid under this Guaranty Article IV until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) Obligations have been irrevocably paid in full, all Commitments under full and the Credit Agreement commitments relating thereto have been terminated and no Person expired 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 the Lenders from suing on the Notes or any terminated. (b) The obligations of the other Credit Documents or any Foreign Guarantors under Section 4.01 are joint and several, absolute and unconditional, irrespective of the Hedging Agreements value, genuineness, validity, regularity or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the Credit Documents, or any other instrument of security, if any, and the exercise enforceability of any of the aforesaid rights and Credit Documents or other documents relating to the completion Foreign Obligations, or any substitution, compromise, release, impairment or exchange of any foreclosure proceedings shall not other guarantee of or security for any of the Foreign Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of any of any Guarantor's obligations hereunder; a surety or guarantor, it being the purpose and intent of each Guarantor this Section 4.02 that its the obligations of the Foreign Guarantors hereunder shall be absolute, independent absolute and unconditional under any and all circumstances. Neither Each of the Foreign Guarantors agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Foreign Borrowers or any Guarantor's obligations other Foreign Guarantor for amounts paid under this Guaranty nor Article IV until such time as the Foreign Obligations have been irrevocably paid in full and the commitments relating thereto have expired or terminated. (c) Without limiting the generality of the foregoing subsections (a) and (b), 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 or limitation of impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above: (i) at any time or from time to time, without notice to any Guarantor, the Borrower time for any performance of or by reason compliance with any of the bankruptcy Obligations shall be extended, or insolvency such performance or compliance shall be waived; (ii) any of the Borrower. Each Guarantor waives acts mentioned in any and all notice of the creation, renewal, extension or accrual provisions of any of the Credit Party Documents, or other documents relating to the Obligations and notice or any other agreement or instrument referred to therein shall be done or omitted; (iii) the maturity of any of the Obligations shall be accelerated, or proof any of reliance the Obligations shall be modified, supplemented or amended in any respect, or any right under any of by the Credit Documents or any other documents relating to the Obligations or any other agreement or instrument referred to therein shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (iv) any Lien granted to, or in favor of, the Administrative Agent or any Lender upon this Guarantee holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (v) any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). (d) With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest, notice of acceptance of this Guarantee. The the guaranty given hereby and of extensions of credit that may constitute obligations guaranteed hereby, notices of amendments, waivers, consents and supplements to the Credit Party Documents and other documents relating to the Obligations, or the compromise, release or exchange of collateral or security, and all other notices whatsoever, and any requirement that the Administrative Agent or any holder of themthe Obligations exhaust any right, shall conclusively be deemed to have been created, contracted power or incurred, remedy or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower and proceed against any Person under any of the GuarantorsCredit Documents or any other documents relating to the Obligations or any other agreement or instrument referred to therein, on or against any other Person under any other guarantee of, or security for, any of the one hand, and the Agents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeObligations.

Obligations Unconditional. The obligations of the Guarantors each Fund Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Loan Documents or the Hedging Agreements, or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable lawLaw, 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 guarantorany Fund Guarantor. Each Fund Guarantor agrees that this Fund Borrower Guaranty may be enforced by Administrative Agent or the Lenders 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 Credit other Loan Documents or any collateralCollateral, if any, hereafter securing the Credit Party Fund Guaranteed Obligations or otherwise and each Fund Guarantor hereby waives the right to require Administrative Agent or the Lenders to make demand on or proceed against the Borrower any Loan Party or any other Person (including a co-guarantor) or to require Administrative Agent or the Lenders to pursue any other remedy or enforce any other right. Each Fund 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 Administrative Agent or the Lenders in connection with monies received under the Credit Loan Documents. Each Fund Guarantor further agrees that nothing contained herein shall prevent Administrative Agent or the Lenders from suing on the Qualified Borrower Notes or any of the other Credit Loan Documents or any of the Hedging Agreements or foreclosing its or their, as applicable, security interest in or Lien on any collateral, if any, Collateral securing the Credit Party 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 Credit 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 any Fund Guarantor's ’s obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Fund Guarantor's ’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 release, increase or limitation of the liability of the any Qualified Borrower or by reason of the bankruptcy or insolvency of the any Qualified Borrower. Each Fund Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Fund Guaranteed Obligations and notice of or proof of reliance of by any Administrative Agent or any Lender upon on this Guarantee Fund Borrower Guaranty or acceptance of this GuaranteeFund Borrower Guaranty. The Credit Party 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 GuaranteeFund Borrower Guaranty. All dealings between the Borrower and any of the GuarantorsQualified Borrower, on the one hand, and the Agents Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeFund Borrower Guaranty. During the continuance of a Cash Control Event, each Fund Guarantor hereby subordinates to the Fund Guaranteed Obligations all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and 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 Fund Guarantor by any other Qualified Borrower. Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, to the extent the obligations of any Fund Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal Law relating to fraudulent conveyances or transfers) then the obligations of such Fund Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable Law (whether federal or state or otherwise and including, without limitation, Debtor Relief Laws).

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreements, 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. Each Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. 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 AgreementsAgreements or that actually makes a Loan hereunder) 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 the Lenders from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any Agent or any Lender upon this Guarantee Guaranty or acceptance of this GuaranteeGuaranty. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeGuaranty. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeGuaranty.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging AgreementsDocuments, 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. Each Guarantor agrees that this Guaranty guaranty may be enforced by the Lenders each holder of a Note 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 Notes, this Agreement (including, without limitation, under paragraph 8) or any other of the Credit Documents or any collateral, if any, hereafter securing the Credit Party Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders holder of any Note to proceed against the Borrower any other Credit Party or any other Person (including a co-guarantor) or to require the Lenders holder of any Note to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower any other Credit Party or any other Guarantor guarantor of the Credit Party Guaranteed Obligations for amounts paid under this Guaranty guaranty until such time as the Lenders (and any Affiliates holders of Lenders entering into Hedging Agreements) the Notes 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 holder of any Note in connection with monies received under the Credit Documentsthis Agreement. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders holder of any Note from suing on the Notes Notes, this Agreement or any of the other Credit Documents or any of the Hedging Agreements Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Guaranteed Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any a Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any 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 by an impairment, modification, change, release or limitation of the liability of the Borrower a Credit Party or by reason of the bankruptcy or insolvency of the Borrowera Credit Party. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Guaranteed Obligations and notice of or proof of reliance of by the holder of any Agent or any Lender Note upon this Guarantee guaranty or acceptance of this Guaranteeguaranty. The Credit Party Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranteeguaranty. All dealings between the Borrower Company and any of the Guarantors, on the one hand, and the Agents and the Lendersholders of Notes, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.guaranty,

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Supplemental Credit Documents or the Hedging Agreements, 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. Each Guarantor agrees that this Guaranty may be enforced by the Supplemental Credit Lenders 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 Tranche A Supplemental Term Loan Notes, Tranche B Term Loan Notes or any other of the Supplemental Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Supplemental Credit Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Supplemental Credit Lenders to pursue any other remedy or enforce any other right. 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 Supplemental Credit Lenders (and any Affiliates of Supplemental Credit Lenders entering into Hedging Agreements) have been paid in full, all Commitments Tranche A Supplemental Term Loan Committed Amount and the Tranche B Term Loan Committed Amount 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 Supplemental Credit Lenders in connection with monies received under the Supplemental Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent the Supplemental Credit Lenders from suing on the Tranche A Supplemental Term Loan Notes, the Tranche B Term Loan Notes or any of the other Supplemental Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Tranche A Supplemental Term Loan Notes, the Tranche B Term Loan Notes, any other of the Supplemental 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its Guarantor's obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any the Agent or any Supplemental Credit Lender upon this Guarantee or acceptance of this Guarantee. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents Agent and the Supplemental Credit Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.

Obligations Unconditional. The obligations of the Guarantors each Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreementsthis 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. Each Guarantor agrees to the fullest extent permitted by applicable law that this Guaranty guaranty may be enforced by the Lenders Beneficiaries 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 Credit Documents Loan Document or any collateral, if any, hereafter securing the Credit Party Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Beneficiaries to proceed against the Borrower or any other Guarantor or any other Person (including a co-guarantor) or to require the Lenders Beneficiaries to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no not exercise any right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor (or any other guarantor of the Credit Party Obligations Guaranteed Obligations) for amounts paid under this Guaranty guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) Beneficiaries 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 to the fullest extent permitted by applicable law that nothing contained herein shall prevent the Lenders Beneficiaries from suing in any jurisdiction on the Notes this Agreement or any of the other Credit Documents or any of the Hedging Agreements Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Guaranteed Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the Credit 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 any of any Guarantor's ’s obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any To the fullest extent permitted by applicable law, neither 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 or limitation of the liability of the Borrower or any other Guarantor, (ii) by reason of the bankruptcy or insolvency of the BorrowerBorrower or such other Guarantor or (iii) by reason of the application of the laws of any foreign jurisdiction. Each Guarantor waives to the fullest extent permitted by applicable law any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Guaranteed Obligations and notice of or proof of reliance of by any Agent or any Lender the Beneficiaries upon this Guarantee guaranty or acceptance of this Guaranteeguaranty. The Credit Party Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranteeguaranty. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents Administrative Agent and the LendersBeneficiaries, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteeguaranty.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreements, 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. Each Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Borrower Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no any right of subrogation, indemnity, reimbursement or contribution it may have against the Borrower or any other Guarantor of the Credit Party Borrower Obligations for amounts paid under this Guaranty until such time as the Lenders shall be subordinated to (and any Affiliates no Guarantor shall assert same unless and until) the repayment in full of Lenders entering into Hedging Agreements) 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, 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 the Lenders from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Borrower Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Borrower Obligations and notice of or proof of reliance of by any the Administrative Agent or any Lender upon this Guarantee Guaranty or acceptance of this GuaranteeGuaranty. The Credit Party Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeGuaranty. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeGuaranty.

Obligations Unconditional. The Each Guarantor agrees that the obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging 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 guarantorco-obligor, it being the intent of this Section 6B.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that this Guaranty Section 6B may be enforced by the Lenders Financing Parties 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 Notes, the Certificates or any other of the Credit Documents Operative Agreements or any collateral, if any, hereafter securing the Credit Party Company Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Financing Parties to proceed against the Borrower Construction Agent, the Lessee or any other Person (including without limitation a co-guarantor) or to require the Lenders Financing Parties to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Borrower Lessee and the Construction Agent or any other Guarantor of the Credit Party Company Obligations for amounts paid under this Guaranty Section 6B until such time as the Lenders (Loans, Holder Advances, accrued but unpaid interest, accrued but unpaid Holder Yield and any Affiliates of Lenders entering into Hedging Agreements) 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 Commitments rights 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 DocumentsN.C. Gen. Stat. (S) 26-7 through 26-9. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders Financing Parties from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements Operative Agreement or foreclosing its any security interest in or Lien on any collateral, if any, securing the Credit Party Company Obligations or from exercising any other rights available to it under this Credit any Operative Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of 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 any Guarantor'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 or limitation of the liability of the Borrower Construction Agent or the Lessee or by reason of the bankruptcy or insolvency of the BorrowerConstruction Agent or the Lessee. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Company Obligations and notice of or proof of reliance of by any Agent or any Lender Financing Party upon this Guarantee Section 6B or acceptance of this Guarantee. Section 6B. The Credit Party Obligations, and any 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 Guarantee. Section 6B. All dealings between the Borrower Construction Agent, the Lessee and any of the Guarantors, on the one hand, and the Agents and the LendersFinancing Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.Section 6B.

Obligations Unconditional. The Subject to the Maximum Liability Cap, the obligations of the Guarantors each Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreements, Contracts 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 defense, each of a surety or guarantorwhich are hereby waived. Each Guarantor agrees that this Guaranty may be enforced by the Lenders Lender 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 Borrower or any other of party under the Credit Documents other Contracts or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Lender to make demand on or proceed against the Borrower or any other Person (including a any other guarantor or co-guarantor) or to require the Lenders Lender to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation; provided however any such recovery from the Borrower, indemnity, reimbursement or contribution against the Borrower its assets or any other Guarantor of source shall reduce the Credit Party Obligations for amounts paid under this Guaranty until Maximum Liability Cap by 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 Documentsamount. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders Lender from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations Contracts or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Credit Documents, or any other instrument of security, if anyContracts, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of any such Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its ’s obligations hereunder shall be absolute, independent and unconditional under any and all circumstancesexcept to the extent of Obligations paid in cash pursuant thereto. Neither any Each Guarantor's ’s obligations under this Guaranty nor and any remedy for the enforcement thereof shall not be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release release, increase or limitation of the liability of any Loan Party (other than payment in full of the Borrower Obligations in cash) or by reason of the bankruptcy or insolvency of the Borrowerany Loan Party. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any Agent or any Lender upon on this Guarantee Guaranty or acceptance of this GuaranteeGuaranty. The 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 GuaranteeGuaranty. All dealings between the Borrower and any of the GuarantorsLoan Party, on the one hand, and the Agents and the LendersLender, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeGuaranty.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreementsthis 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. Each Guarantor agrees that this Guaranty guaranty may be enforced by the Lenders 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 Notes, this Agreement or any other of the Credit Documents Loan Document or any collateral, if any, hereafter securing the Credit Party Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower any other Guarantor or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower any other Guarantor (or any other Guarantor guarantor of the Credit Party Obligations Guaranteed Obligations) for amounts paid under this Guaranty guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, 62 all Commitments commitments under the Credit 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 Credit Documentsthis Agreement. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes Notes, this Agreement or any of the other Credit Documents or any of the Hedging Agreements Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Guaranteed Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any 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 by an impairment, modification, change, release or limitation of the liability of the Borrower any other Guarantor or by reason of the bankruptcy or insolvency of the Borrowersuch other Guarantor. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Guaranteed Obligations and notice of or proof of reliance of by any the Administrative Agent or any Lender upon this Guarantee guaranty or acceptance of this Guaranteeguaranty. The Credit Party Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranteeguaranty. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteeguaranty.

Obligations Unconditional. The Each Guarantor agrees that the obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging 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 guarantorco-obligor, it being the intent of this Section 6B.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that this Guaranty Section 6B may be enforced by the Lenders Financing Parties 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 Notes, the Certificates or any other of the Credit Documents Operative Agreements or any collateral, if any, hereafter securing the Credit Party Company Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Financing Parties to proceed against the Borrower Construction Agent, the Lessee or any other Person (including without limitation a co-guarantor) or to require the Lenders Financing Parties to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Borrower Lessee and the Construction Agent or any other Guarantor of the Credit Party Company Obligations for amounts paid under this Guaranty Section 6B until such time as the Lenders (Loans, Holder Advances, accrued but unpaid interest, accrued but unpaid Holder Yield and any Affiliates of Lenders entering into Hedging Agreements) 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 Commitments rights 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 DocumentsN.C. Gen. Stat. ss.ss. 26-7 through 26-9. Each Guarantor further agrees that nothing contained xxxxained herein shall prevent the Lenders Financing Parties from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements Operative Agreement or foreclosing its any security interest in or Lien on any collateral, if any, securing the Credit Party Company Obligations or from exercising any other rights available to it under this Credit any Operative Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of 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 any Guarantor'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 or limitation of the liability of the Borrower Construction Agent or the Lessee or by reason of the bankruptcy or insolvency of the BorrowerConstruction Agent or the Lessee. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Company Obligations and notice of or proof of reliance of by any Agent or any Lender Financing Party upon this Guarantee Section 6B or acceptance of this Guarantee. Section 6B. The Credit Party Obligations, and any 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 Guarantee. Section 6B. All dealings between the Borrower Construction Agent, the Lessee and any of the Guarantors, on the one hand, and the Agents and the LendersFinancing Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.Section 6B.

Obligations Unconditional. The Guarantor agrees that the obligations of the Guarantors Guarantor hereunder are absolute absolute, unconditional and unconditionalirrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging 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 guarantorco-obligor, it being the intent of this Section 1.2 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each The Guarantor agrees that this Guaranty Section 1 may be enforced by the Lenders Financing Parties 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 Credit Documents Operative Agreements or any collateral, if any, hereafter securing the Credit Party Company Obligations or otherwise and each the Guarantor hereby waives the right to require the Lenders Financing Parties to proceed against the Borrower Construction Agent, the Lessee or any other Person (including without limitation a co-guarantor) or to require the Lenders Financing Parties to pursue any other remedy or enforce any other right. Each The Guarantor further agrees that it shall have no hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Borrower Lessee and the Construction Agent or any other Guarantor co-guarantor of the Credit Party Company Obligations for amounts paid under this Guaranty Section 1 until such time as the Lenders (Financing, accrued but unpaid interest, and any Affiliates of Lenders entering into Hedging Agreements) all other amounts owing under the Operative Agreements have been paid in fullfull and the Tranche B Commitments are terminated. Without limiting the generality of the waiver provisions of this Section 1, the Guarantor hereby waives any rights to require the Financing Parties to proceed against the Construction Agent, the Lessee, any co-guarantor or any Collateral or to require Lessor, the Agent or any other Financing Party to pursue any other remedy or enforce any other right, including without limitation, any and all Commitments rights 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 DocumentsN.C. Gen. Stat. Each (S) 26-7 through 26-9. The Guarantor further agrees that nothing contained herein shall prevent the Lenders Financing Parties from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements Operative Agreement or foreclosing its any security interest in or Lien on any collateral, if any, securing the Credit Party Company Obligations or from exercising any other rights available to it under this Credit any Operative Agreement, the Notes, any other of the 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 any of any the Guarantor's obligations hereunder; it being the purpose and intent of each 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 1 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 any the Guarantor's obligations under this Guaranty Section 1 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Borrower Construction Agent, the Lessee or any other Person (including without limitation a co-guarantor) or by reason of the bankruptcy or insolvency of the BorrowerConstruction Agent or the Lessee or any other Person (including without limitation a co- guarantor) or by reason of the disallowance, under Section 502 of the Bankruptcy Code or under any analogous provision of any other applicable Law, of all or any portion of the Company Obligations. Each The Guarantor hereby waives the application of Section 502(b)(6) of the Bankruptcy Code or any other analogous provision of any other applicable Law. The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Company Obligations and notice of or proof of reliance of by any Agent or any Lender Financing Party upon this Guarantee Section 1 or acceptance of this GuaranteeSection 1. The Credit Party Obligations, and any 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 GuaranteeSection 1. All dealings between the Borrower Construction Agent, the Lessee, any co-guarantor and any of the GuarantorsGuarantor, on the one hand, and the Agents and the LendersFinancing Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeSection 1.

Obligations Unconditional. The Each Guarantor agrees that the obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging 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 guarantorco-obligor, it being the intent of this Section 6B.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that this Guaranty Section 6B may be enforced by the Lenders Financing Parties 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 Credit Documents Operative Agreements or any collateral, if any, hereafter securing the Credit Party Company Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Financing Parties to proceed against the Borrower Lessee or any other Person (including without limitation a co-guarantor) or to require the Lenders Financing Parties to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Borrower Lessee or any other Guarantor of the Credit Party Company Obligations for amounts paid under this Guaranty Section 6B until such time as the Lenders (Credit Notes, the Mortgage Notes, the Lessor Advance, accrued but unpaid interest, accrued but unpaid Lessor Yield and any Affiliates of Lenders entering into Hedging Agreements) 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 Commitments rights 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 DocumentsN.C. Gen. Stat. Section 26-7 through 26-9. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders Financing Parties from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements Operative Agreement or foreclosing its any security interest in or Lien on any collateral, if any, securing the Credit Party Company Obligations or from exercising any other rights available to it under this Credit any Operative Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent irrevocable 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 any Guarantor'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 or limitation of the liability of the Borrower Lessee or by reason of the bankruptcy or insolvency of the BorrowerLessee. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Company Obligations and notice of or proof of reliance of by any Agent or any Lender Financing Party upon this Guarantee Section 6B or acceptance of this Guarantee. Section 6B. The Credit Party Obligations, and any 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 Guarantee. Section 6B. All dealings between the Borrower Lessee and any of the Guarantors, on the one hand, and the Agents and the LendersFinancing Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.Section 6B.

Obligations Unconditional. The Each Guarantor agrees that the obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging 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 guarantorco-obligor, it being the intent of this Section 6B.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that this Guaranty Section 6B may be enforced by the Lenders Financing Parties 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 Notes, the Certificates or any other of the Credit Documents Operative Agreements or any collateral, if any, hereafter securing the Credit Party Company Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Financing Parties to proceed against the Borrower Construction Agent, the Lessee or any other Person (including without limitation a co-guarantor) or to require the Lenders Financing Parties to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Borrower Lessee and the Construction Agent or any other Guarantor of the Credit Party Company Obligations for amounts paid under this Guaranty Section 6B until such time as the Lenders (Loans, Holder Advances, accrued but unpaid interest, accrued but unpaid Holder Yield and any Affiliates of Lenders entering into Hedging Agreements) 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 Commitments rights 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 DocumentsN.C. Gen. Stat. (S) 26-7 through 26-9. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders Financing Parties from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements Operative Agreement or foreclosing its any security interest in or Lien on any collateral, if any, securing the Credit Party Company Obligations or from exercising any other rights available to it under this Credit any Operative Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of 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 any Guarantor'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 or limitation of the liability of the Borrower Construction Agent or the Lessee or by reason of the bankruptcy or insolvency of the BorrowerConstruction Agent or the Lessee. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Company Obligations and notice of or proof of reliance of by any Agent or any Lender Financing Party upon this Guarantee Section 6B or acceptance of this Guarantee. Section 6B. The Credit Party Obligations, and any 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 Guarantee. Section 6B. All dealings between the Borrower Construction Agent, the Lessee and any of the Guarantors, on the one hand, and the Agents and the LendersFinancing Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.Section 6B.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreements, 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. Each Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. 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 the Lenders from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateralCollateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any Agent or any Lender upon this Guarantee or acceptance of this Guarantee. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantors further agree to all rights of set-off as set forth in Section 11.2.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Supplemental Credit Documents or the Hedging Agreements, 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. Each Guarantor agrees that this Guaranty may be enforced by the Supplemental Credit Lenders 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 Term Loan Notes or any other of the Supplemental Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Supplemental Credit Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Supplemental Credit Lenders to pursue any other remedy or enforce any other right. 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 Supplemental Credit Lenders (and any Affiliates of Supplemental Credit Lenders entering into Hedging Agreements) have been paid in full, all Commitments Term Loan Committed Amount under the Credit Agreement have has been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Supplemental Credit Lenders in connection with monies received under the Supplemental Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent the Supplemental Credit Lenders from suing on the Term Loan Notes or any of the other Supplemental Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Term Loan Notes, any other of the Supplemental 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its Guarantor's obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any the Agent or any Supplemental Credit Lender upon this Guarantee or acceptance of this Guarantee. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents Agent and the Supplemental Credit Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.

Obligations Unconditional. The Each Guarantor agrees that the obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging 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 guarantorco-obligor, it being the intent of this Section 6B.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that this Guaranty Section 6B may be enforced by the Lenders Financing Parties 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 Notes, the Certificates or any other of the Credit Documents Operative Agreements or any collateral, if any, hereafter securing the Credit Party Company Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Financing Parties to proceed against the Borrower Construction Agent, the Lessee or any other Person (including without limitation a co-guarantor) or to require the Lenders Financing Parties to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Borrower Lessee and the Construction Agent or any other Guarantor of the Credit Party Company Obligations for amounts paid under this Guaranty Section 6B until such time as the Lenders (Loans, Holder Advances, accrued but unpaid interest, accrued but unpaid Holder Yield and any Affiliates of Lenders entering into Hedging Agreements) 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, all Commitments under each Guarantor hereby waives any rights to require the Credit Agreement have been terminated and no Person Financing Parties to proceed against the Construction Agent, the Lessee or Governmental Authority shall have any right co-guarantor or to request require Lessor to pursue any return other remedy or reimbursement of funds from the Lenders in connection with monies received under the Credit Documentsenforce any other right. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders Financing Parties from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements Operative Agreement or foreclosing its any security interest in or Lien on any collateral, if any, securing the Credit Party Company Obligations or from exercising any other rights available to it under this Credit any Operative Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of 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 any Guarantor'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 or limitation of the liability of the Borrower Construction Agent or the Lessee or by reason of the bankruptcy or insolvency of the BorrowerConstruction Agent or the Lessee. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Company Obligations and notice of or proof of reliance of by any Agent or any Lender Financing Party upon this Guarantee Section 6B or acceptance of this Guarantee. Section 6B. The Credit Party Obligations, and any 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 Guarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.upon

Obligations Unconditional. The Each Guarantor agrees that the obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging 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 guarantorco-obligor, it being the intent of this Section 6B.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that this Guaranty Section 6B may be enforced by the Lenders Financing Parties 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 Notes, the Certificates or any other of the Credit Documents Operative Agreements or any collateral, if any, hereafter securing the Credit Party Company Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Financing Parties to proceed against the Borrower Construction Agent, the Lessee or any other Person (including without limitation a co-guarantor) or to require the Lenders Financing Parties to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Borrower Lessee and the Construction Agent or any other Guarantor of the Credit Party Company Obligations for amounts paid under this Guaranty Section 6B until such time as the Lenders (Loans, Holder Advances, accrued but unpaid interest, accrued but unpaid Holder Yield and any Affiliates of Lenders entering into Hedging Agreements) 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, all Commitments under each Guarantor hereby waives any rights to require the Credit Agreement have been terminated and no Person Financing Parties to proceed against the Construction Agent, the Lessee or Governmental Authority shall have any right co-guarantor or to request require Lessor to pursue any return other remedy or reimbursement of funds from the Lenders in connection with monies received under the Credit Documentsenforce any other right. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders Financing Parties from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements Operative Agreement or foreclosing its any security interest in or Lien on any collateral, if any, securing the Credit Party Company Obligations or from exercising any other rights available to it under this Credit any Operative Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of 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 any Guarantor'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 or limitation of the liability of the Borrower Construction Agent or the Lessee or by reason of the bankruptcy or insolvency of the BorrowerConstruction Agent or the Lessee. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Company Obligations and notice of or proof of reliance of by any Agent or any Lender Financing Party upon this Guarantee Section 6B or acceptance of this GuaranteeSection 6B. Each Guarantor also expressly waives any and all benefits under the California Civil Code Sections 2787 to 2855, inclusive. The Credit Party Obligations, and any 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 Guarantee. Section 6B. All dealings between the Borrower Construction Agent, the Lessee and any of the Guarantorsguarantors, on the one hand, and the Agents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.one

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Working Capital Credit Documents or the Hedging Agreements, 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. Each Guarantor agrees that this Guaranty may be enforced by the Working Capital Lenders 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 Working Capital Revolving Notes or any other of the Working Capital Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Working Capital Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Working Capital Lenders to pursue any other remedy or enforce any other right. 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 Working Capital Lenders (and any Affiliates of Working Capital Lenders entering into Hedging Agreements) have been paid in full, all Commitments Working Capital Revolving Committed Amount 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 Working Capital Lenders in connection with monies received under the Working Capital Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent the Working Capital Lenders from suing on the Working Capital Revolving Notes or any of the other Working Capital Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Working Capital Revolving Notes, any other of the Working Capital 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its Guarantor's obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any the Agent or any Working Capital Lender upon this Guarantee or acceptance of this Guarantee. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents Agent and the Working Capital Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.

Obligations Unconditional. The Guarantor agrees that the obligations of the Guarantors Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging 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 guarantorco-obligor, it being the intent of this Section 9.6(b) that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that this Guaranty Section 9.6 may be enforced by the Lenders Financing Parties 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 Notes, the Certificates or any other of the Credit Documents Operative Agreements or any collateral, if any, hereafter securing the Credit Party Company Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Financing Parties to proceed against the Borrower Lessee or any other Person (including without limitation a co-guarantor) or to require the Lenders Financing Parties to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Borrower Lessee or any other Guarantor guarantor of the Credit Party Company Obligations for amounts paid under this Guaranty Section 9.6 until such time as the Lenders (Loans, Holder Advances, accrued but unpaid interest, accrued but unpaid Holder Yield and any Affiliates of Lenders entering into Hedging Agreements) all other amounts owing under the Operative Agreements have been paid in full. Without limiting the generality of the waiver provisions of this Section 9.6, all Commitments under Guarantor hereby waives any rights to require the Credit Agreement have been terminated and no Person Financing Parties to proceed against the Lessee or Governmental Authority shall have any right co- guarantor or to request require Lessor to pursue any return other remedy or reimbursement of funds from the Lenders in connection with monies received under the Credit Documentsenforce any other right. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders Financing Parties from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements Operative Agreement or foreclosing its any security interest in or Lien on any collateral, if any, securing the Credit Party Company Obligations or from exercising any other rights available to it under this Credit any Operative Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither ; provided that any Guarantor's obligations amounts due under this Guaranty nor any remedy Section 9.6 which are paid to or for the enforcement thereof benefit of any Financing Party shall reduce the Company Obligations by a corresponding amount (unless required to be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrowerrescinded at a later date). Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Company Obligations and notice of or proof of reliance of by any Agent or any Lender Financing Party upon this Guarantee Section 9.6 or acceptance of this GuaranteeSection 9.6. The Credit Party Obligations, and any 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 GuaranteeSection 9.6. All dealings between the Borrower Lessee and any of the GuarantorsGuarantor, on the one hand, and the Agents and the LendersFinancing Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeSection 9.6.

Obligations Unconditional. The obligations of each Borrower and the Guarantors Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Loan 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. Each Borrower and the Guarantor agrees that this QB Guaranty may be enforced by the Lenders Secured Parties 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 Credit other Loan Documents or any collateralCollateral, if any, hereafter securing the Credit Party any Obligations or otherwise and each Guarantor such Borrower hereby waives the right to require the Lenders Secured Parties to make demand on or proceed against the Borrower any Loan Party or any other Person (including a co-guarantor) or to require the Lenders Secured Parties to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against Borrower and 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 the Lenders Secured Parties from suing on the Notes or any of the other Credit Loan Documents or any of the Hedging Agreements or foreclosing its or their, as applicable, security interest in or Lien on any collateral, if any, Collateral securing the Credit Party any Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Credit 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 any Guarantor's such Xxxxxxxx’s obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Borrower’s nor the Guarantor's ’s obligations under this QB 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 release, increase or limitation of the liability of the Borrower any Loan Party or by reason of the bankruptcy or USActive 60330059.19 -73- insolvency of the Borrowerany Loan Party. Each Borrower and the Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Guaranteed Obligations and notice of or proof of reliance of by any Agent or any Lender upon Secured Party on this Guarantee QB Guaranty or acceptance of this GuaranteeQB Guaranty. The Credit Party Guaranteed Obligations, and any part of them, shall will conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeQB Guaranty. All dealings between the Borrower and any of the GuarantorsLoan Party, on the one hand, and the Agents and the Lendersany Secured Party, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeQB Guaranty. Each Borrower and the Guarantor hereby subordinates to the Guaranteed Obligations all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and 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 any other Loan Party; provided, however, that each Loan Party may make Distributions consistent with the terms of Section 10.10.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging AgreementsDocuments, 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. Each Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. 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 the Lenders from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any Agent or any Lender upon this Guarantee Guaranty or acceptance of this GuaranteeGuaranty. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeGuaranty. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeGuaranty.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreements, 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. Each Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. 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 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 Credit Agreement have been terminated and no Person or Governmental Authority 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 the Lenders from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Guaranteed Obligations and notice of or proof of reliance of by any the Agent or any Lender upon this Guarantee or acceptance of this Guarantee. The Credit Party Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.

Obligations Unconditional. The obligations of the Guarantors each Guarantor hereunder are are, joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Loan Documents or the Hedging Agreements, 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 guarantorguarantor other than the defense of the actual timely payment by the relevant Borrower of its Obligations. Each Guarantor agrees that this Guaranty may be enforced by the Lenders Banks 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 Credit Loan Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Banks to proceed against the any Borrower or any other Person (including a the other Guarantor or any other co-guarantor) or to require the Lenders Banks to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Borrower, the Borrower other Guarantor, or any other Guarantor 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) Banks have been paid in full, all Commitments under the Credit 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 Credit Documentsterminated. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders Banks from suing on the Notes or any of the other Credit Loan Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations Obligation or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the Credit 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 any either Guarantor's ’s obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither the obligations of any Guarantor's obligations 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 or limitation of the liability of the any Borrower or any Guarantor or by reason of the bankruptcy or insolvency of the Borrowerany Borrower or any Guarantor. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any the Administrative Agent or any Lender upon Bank on this Guarantee Guaranty or acceptance of this GuaranteeGuaranty. The Credit Party Obligations, and any of thempart thereof, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeGuaranty. All dealings between the each Borrower and any of the Guarantorseach Guarantor, on the one hand, and the Agents Administrative Agent and the LendersBanks, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeGuaranty. Guarantor further agrees to all rights of set-off as set forth in Section 10.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreements110599275_6 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. Each Guarantor agrees that this Guaranty guaranty may be enforced by the Lenders Secured 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 this Agreement, any other Loan Document, any Cash Management Agreement or any other of the Credit Documents Hedge Agreement or any collateral, if any, Collateral hereafter securing the Credit Party Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Secured Parties to proceed against the Borrower any other Guarantor or any other Person (including a co-guarantor) or to require the Lenders Secured Parties to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower any other Guarantor (or any other Guarantor guarantor of the Credit Party Obligations Guaranteed Obligations) for amounts paid under this Guaranty guaranty until such time as the Lenders Obligations (other than (a) unasserted contingent obligations and any Affiliates (b) obligations and liabilities under Secured Cash Management Agreements, Secured Hedge Agreements, Secured Bilateral Letter of Lenders entering into Hedging AgreementsCredit Facilities, the Secured Closing Date Bilateral Facility or Secured Bilateral Mexican Facilities as to which arrangements satisfactory to the applicable Cash Management Bank, Hedge Bank, Bilateral L/C Issuer, holder of Debt under the Secured Closing Date Bilateral Facility or holder of Secured Bilateral Mexican Debt shall have been made) have been paid in full, full and all Commitments under the Credit 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 Credit Documentsterminated. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders Secured Parties from suing in any jurisdiction on the Notes this Agreement, any other Loan Document, any Cash Management Agreement or any of the other Credit Documents or any of the Hedging Agreements Hedge Agreement or foreclosing its security interest in or Lien on any collateral, if any, Collateral securing the Credit Party Guaranteed Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the Credit Documents, Agreement or any other instrument of security, if anySecurity Document, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of any Guarantor's ’s obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any 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 or limitation of the liability of the Borrower or any other Guarantor, (ii) by reason of the bankruptcy or insolvency of any other Guarantor, (iii) by reason of the Borrowerapplication of the laws of any foreign jurisdiction, (iv) by reason of the location of any other Guarantor in any foreign jurisdiction, (v) by any illegality of any of the Obligations, (vi) by any change in the corporate existence or structure of any Borrower or (vii) by any claims or setoff rights such Guarantor may have. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent, any Agent Issuing Lender or any Lender other Secured Party upon this Guarantee guaranty or acceptance of this Guaranteeguaranty. The Credit Party Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranteeguaranty. All dealings between the Parent Borrower and any of the Guarantors, on the one hand, and the Agents Administrative Agent and the Lendersother Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteeguaranty.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreements, 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. Each Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right (a) of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Credit Party Obligations for amounts paid under this Guaranty or (b) to payment of Indebtedness owing by any other Credit Party to such Guarantor until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) Obligations have been paid in full, all Commitments under the 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 the Lenders from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any Guarantor's ’s obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantors further agree to all rights of set-off as set forth in Section 11.2.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreementsthis 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. Each Guarantor agrees that this Guaranty guaranty may be enforced by the Lenders Lender 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 Credit Documents Loan Document or any collateral, if any, hereafter securing the Credit Party Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Lender to proceed against the Borrower any other Guarantor or any other Person (including a co-guarantor) or to require the Lenders Lender to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower any other Guarantor (or any other Guarantor guarantor of the Credit Party Obligations Guaranteed Obligations) for amounts paid under this Guaranty guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have Lender has been paid in full, all Commitments under the Credit Agreement have been terminated full and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders Lender in connection with monies received under the Credit Documentsthis Agreement. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders Lender from suing in any jurisdiction on the Notes this Agreement or any of the other Credit Documents or any of the Hedging Agreements Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Guaranteed Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the Credit 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 any of any Guarantor's ’s obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any 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 or limitation of the liability of the Borrower or any other Guarantor, (ii) by reason of the bankruptcy or insolvency of such other Guarantor, (iii) by reason of the Borrowerapplication of the laws of any foreign jurisdiction or (iv) by reason of the location of such other Guarantor in any foreign jurisdiction. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Guaranteed Obligations and notice of or proof of reliance of by any Agent or any the Lender upon this Guarantee guaranty or acceptance of this Guaranteeguaranty. The Credit Party Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranteeguaranty. All dealings between the Borrower Borrowers and any of the Guarantors, on the one hand, and the Agents and the LendersLender, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteeguaranty.

Obligations Unconditional. The obligations of the U.S. Guarantors hereunder are 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 Credit Documents Documents, or Hedging Agreements between any Lender or Affiliate of a Lender and the Hedging Agreementsapplicable 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 law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.2 that the respective obligations of the U.S. Guarantors and the Canadian Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each such Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the applicable Borrower or any other applicable Guarantor of the Credit Party Canadian Obligations for amounts paid under this Guaranty Section 12 until such time as the Lenders (and any Affiliates of Lenders entering into Hedging AgreementsAgreements with the applicable Borrower) have been paid in fullfull in respect of all Credit Party Obligations or all Canadian Obligations, as the case may be, all Commitments under the 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 Documents or Hedging Agreements between the Lenders from suing on the Notes applicable Borrower and any Lender, or any Affiliate of a Lender. Without limiting the generality of the other Credit Documents 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 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 Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising Canadian Obligations, as the case may be, shall be extended, or such performance or compliance shall be waived; (b) any other rights available to it under this Credit Agreement, of the Notes, acts mentioned in any other of the provisions of any of the Credit Documents, any Hedging Agreement between the applicable Borrower and any Lender, or any Affiliate of a Lender, or any other agreement or instrument of security, if any, and referred to in the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder Credit Documents or such Hedging Agreements shall be absolute, independent and unconditional under any and all circumstances. Neither any Guarantor's obligations under this Guaranty nor any remedy for done or omitted; (c) the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual maturity of any of the Credit Party Obligations or Canadian Obligations, as the case may be, shall be accelerated, or any of the Credit Party Obligations or Canadian Obligations, as the case may be, shall be modified, supplemented or amended in any respect, or any right under any of the Credit Documents, any Hedging Agreement between the applicable Borrower and notice any Lender, or any Affiliate of a Lender, or proof any other agreement or instrument referred to in the Credit Documents or such Hedging Agreements shall be waived or any other guarantee of reliance any of by the Credit Party Obligations or Canadian Obligations, as the case may be, or any applicable 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 U.S. Agent or any Lender upon this Guarantee or acceptance Lenders as security for any of this Guarantee. The the Credit Party Obligations or the Canadian Obligations, as the case may be, shall fail to attach or be perfected; or (e) any of the Credit Party Obligations or Canadian Obligations, as the case may be, shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any applicable Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of applicable Guarantor). 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 Agents or any Lender exhaust any right, power or remedy or proceed against any Person under any of themthe Credit Documents, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings any Hedging Agreement between the applicable Borrower and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Credit Documents or such Hedging Agreements, or against any other Person under any other guarantee of, or security for, any of the GuarantorsCredit Party Obligations or Canadian Obligations, on as the one hand, and case may be. The rights of the Agents and the Lenders, on Lenders and the other hand, likewise Affiliates of any of the Lenders contained herein shall be conclusively presumed in addition to and independent of all other rights which they may at any time have been had or consummated hold in reliance upon this Guaranteerespect of any of the Credit Party Obligations or Canadian Obligations.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging AgreementsDocuments, 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. Each Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. 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, and 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 Documentsterminated. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any the Agent or any Lender upon this Guarantee or acceptance of this Guarantee. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreementsthis 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. Each Guarantor agrees that this Guaranty guaranty may be enforced by the Lenders Bank 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 Credit Documents Loan Document or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Bank to proceed against the Borrower any other Guarantor or any other Person (including a co-guarantor) or to require the Lenders Bank to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower any other Guarantor (or any other Guarantor guarantor of the Credit Party Obligations Obligations) for amounts paid under this Guaranty guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have Bank has been paid in full, all Commitments commitments under the Credit 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 Bank in connection with monies received under the Credit Documentsthis Agreement. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders Bank from suing in any jurisdiction on the Notes this Agreement or any of the other Credit Documents or any of the Hedging Agreements Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the Credit 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 any of any Guarantor's ’s obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any 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 or limitation of the liability of the Borrower or any other Guarantor, (ii) by reason of the bankruptcy or insolvency of such other Guarantor, (iii) by reason of the Borrowerapplication of the laws of any foreign jurisdiction or (iv) by reason of the location of such other Guarantor in any foreign jurisdiction. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any Agent or any Lender the Bank upon this Guarantee guaranty or acceptance of this Guaranteeguaranty. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranteeguaranty. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents and the LendersBank, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteeguaranty.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Guaranteed Obligations or any of the Hedging AgreementsLoan 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. Each Guarantor agrees that this Guaranty may be enforced by Agent, on behalf of the Lenders Lenders, 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 Notes, any other of the Credit Loan Documents or any collateral, if any, hereafter securing the Credit Party Guaranteed Obligations or otherwise otherwise, and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. 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 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 Credit this Agreement have been terminated terminated, and no Person or Governmental Authority 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 Loan Documents. Each Guarantor further agrees that nothing contained herein shall prevent Agent or the Lenders from suing on the Notes or any of the other Credit Loan Documents or any of the Hedging Agreements or foreclosing its their security interest in or Lien on any collateral, if any, securing the Credit Party Guaranteed Obligations or from exercising any other rights available to it them under this Credit Agreement, the Notes, any other of the Credit 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 any Guarantor's ’s obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Guaranteed Obligations and notice of or proof of reliance of by any by, Agent or any Lender upon this Guarantee Guaranty or acceptance of this GuaranteeGuaranty. The Credit Party Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeGuaranty. All dealings between the Borrower Borrowers and any of the Guarantors, on the one hand, and the Agents Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeGuaranty.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreements, 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. Each Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. 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 the Lenders from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any Administrative Agent or any Lender upon this Guarantee Guaranty or acceptance of this GuaranteeGuaranty. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeGuaranty. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeGuaranty. The Guarantors further agree to all rights of set-off as set forth in Section 11.2.

Obligations Unconditional. The Each Guarantor agrees that the obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging 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 guarantorco-obligor, it being the intent of this Section 6B.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that this Guaranty Section 6B may be enforced by the Lenders Financing Parties 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 Notes, the Certificates or any other of the Credit Documents Operative Agreements or any collateral, if any, hereafter securing the Credit Party Company Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Financing Parties to proceed against the Borrower Construction Agent, the Lessee or any other Person (including without limitation a co-guarantor) or to require the Lenders Financing Parties to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Borrower Lessee and the Construction Agent or any other Guarantor of the Credit Party Company Obligations for amounts paid under this Guaranty Section 6B until such time as the Lenders (Loans, Holder Advances, accrued but unpaid interest, accrued but unpaid Holder Yield and any Affiliates of Lenders entering into Hedging Agreements) 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, all Commitments under each Guarantor hereby waives any rights to require the Credit Agreement have been terminated and no Person Financing Parties to proceed against the Construction Agent, the Lessee or Governmental Authority shall have any right co-guarantor or to request require Lessor to pursue any return other remedy or reimbursement of funds from the Lenders in connection with monies received under the Credit Documentsenforce any other right. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders Financing Parties from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements Operative Agreement or foreclosing its any security interest in or Lien on any collateral, if any, securing the Credit Party Company Obligations or from exercising any other rights available to it under this Credit any Operative Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any Agent or any Lender upon this Guarantee or acceptance of this Guarantee. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.discharge

Obligations Unconditional. The obligations of the Guarantors each Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreements, Loan Papers or any other agreement or instrument referred to therein, to the fullest extent permitted by applicable lawLaw, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Guarantor agrees that this Guaranty may be enforced by the Administrative Agent, Issuing Lender or the Lenders 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 Credit Documents Loan Papers or any collateral, if any, hereafter securing the Credit Party Obligations Obligation or otherwise and each Guarantor hereby waives the right to require the Administrative Agent, Issuing Lender or the Lenders to make demand on or proceed against the Borrower Company or any other Person (including a co-guarantorany other Guarantor) or to require the Administrative Agent, Issuing Lender or Lenders to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower Company or any other Guarantor of the Credit Party Obligations Obligation for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have Obligation has been indefeasibly paid in fullfull in cash, all Commitments the Letter of Credit Commitment under the Credit this Agreement have has been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Administrative Agent, Issuing Lender or the Lenders in connection with monies received under this Agreement or the Credit Documentsother Loan Papers. Each Guarantor further agrees that nothing contained herein shall prevent the Administrative Agent, Issuing Lender or the Lenders from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements Loan Papers or foreclosing its or their, as applicable, security interest in or Lien on any collateral, if any, securing the Credit Party Obligations Obligation or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, Agreement or the Notes, any other of the Credit DocumentsLoan Papers, 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 any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that, subject to such Guarantor's rights to raise defenses to payment that would be available to it if such Guarantor were named as the "Company" hereunder rather than as a Guarantor, its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither 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 release, increase or limitation of the liability of the Borrower Company or any Guarantor or by reason of the bankruptcy or insolvency of the BorrowerCompany or any Guarantor. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations Obligation and notice of or proof of reliance of by any the Administrative Agent or any Lender upon on this Guarantee Guaranty or acceptance of this GuaranteeGuaranty. The Credit Party 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 GuaranteeGuaranty. All dealings between the Borrower Company and any of the Guarantors, on the one hand, and the Agents Administrative Agent, Issuing Lender and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeGuaranty. Each Guarantor hereby subordinates to the Obligation all debts, liabilities and other obligations, now existing or hereafter created, whether direct, indirect, primary, secondary, several, joint and 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 the Company to such Guarantor.

Obligations Unconditional. The obligations of the Guarantors each Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreementsthis 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. Each Guarantor agrees to the fullest extent permitted by applicable law that this Guaranty guaranty may be enforced by the Lenders Administrative Agent 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 Credit Documents Loan Document or any collateralCollateral, if any, hereafter securing the Credit Party Loan Obligations or otherwise otherwise, and each Guarantor hereby waives the 017670-0129-Active.26122382.14 right to require the Lenders Administrative Agent to proceed against the Borrower or any other Person (including a co-guarantor) Guarantor or to require the Lenders Administrative Agent to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no not exercise any 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 guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) Loan Obligations 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 to the fullest extent permitted by applicable law that nothing contained herein shall prevent the Lenders Administrative Agent from suing in any jurisdiction on the Notes this Agreement or any of the other Credit Documents or any of the Hedging Agreements Loan Document or foreclosing its security interest in or Lien on any collateralCollateral, if any, securing the Credit Party Loan Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the Credit 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 any of any Guarantor's ’s obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any To the fullest extent permitted by applicable law, neither 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 or limitation of the liability of the Borrower or any other Guarantor, (ii) by reason of the bankruptcy or insolvency of the BorrowerBorrower or such other Guarantor or (iii) by reason of the application of the laws and regulations of any foreign jurisdiction. Each Guarantor waives to the fullest extent permitted by applicable law any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Loan Obligations and notice of or proof of reliance of by any Agent the Administrative Agent, the Lenders or any Lender the Issuing Banks upon this Guarantee guaranty or acceptance of this Guaranteeguaranty. The Credit Party Loan Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranteeguaranty. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents Administrative Agent and the LendersLenders and the Issuing Banks, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteeguaranty.

Obligations Unconditional. The AOR agrees, to the extent permitted by law, that the obligations of the Guarantors hereunder AOR under this Section 8C are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging 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 guarantorco-obligor, it being the intent of this Section 8B.2 that the obligations of AOR hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor AOR agrees that this Guaranty Section 8C may be enforced by the Lenders Agent on behalf of the Financing Parties 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 Notes, the Certificates or any other of the Credit Documents Operative Agreements or any collateral, if any, hereafter securing the Credit Party Company Obligations or otherwise and each Guarantor AOR hereby waives agrees not to exercise the right to require the Lenders Agent on behalf of the Financing Parties to proceed against the Borrower or any other Person (including a without limitation any co-guarantor) or to require the Lenders Agent on behalf of the Financing Parties to pursue any other remedy or enforce any other right. Each Guarantor AOR further agrees that it shall have no not to exercise any right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Credit Party Obligations Person for amounts paid under this Guaranty Section 8C until such time as the Lenders (Loans, Holder Advances accrued but unpaid interest thereon, accrued but unpaid Holder Yield and any Affiliates of Lenders entering into Hedging Agreements) all other amounts owing under the Operative Agreements have been paid in full. Without limiting the generality of the waiver provisions of this Section 8C, all Commitments under AOR hereby waives any rights to require the Credit Agreement have been terminated and no Agent on behalf of the Financing Parties to proceed against any Person or Governmental Authority shall have to require the Agent on behalf of the Financing Parties to pursue any right to request other remedy or enforce any return or reimbursement of funds from the Lenders in connection with monies received other right, including without limitation any and all rights under the Credit DocumentsN.C. Gen, Stat. Each Guarantor (S) 26-7 through 26-9. AOR further agrees that nothing contained herein in this Section 8C shall prevent the Lenders Agent on behalf of the Financing Parties from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements Operative Agreement or foreclosing its any security interest in or Lien on any collateral, if any, securing the Credit Party Company Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other Agent on behalf of the Credit DocumentsFinancing Parties under any Operative 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 any of any GuarantorAOR's obligations hereunder; it being the purpose and intent of each Guarantor AOR that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances; provided, that any amounts due under this Section 8C 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 any GuarantorTo the extent permitted by law, neither AOR's obligations under this Guaranty Section 8C nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Borrower any firm or by reason of the bankruptcy or insolvency of the Borrowerany Person. Each Guarantor AOR waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Company Obligations and notice of or proof of reliance of by any the Agent or any Lender Financing Party upon this Guarantee Section 8C or acceptance of this Guarantee. Section 8C. The Credit Party Obligations, and any 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 Guarantee. Section 8C. All dealings between the Borrower and any or all of the GuarantorsCredit Parties, on the one hand, and the Agents and Agent or the LendersFinancing Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeSection 8C (except to the extent any such exchange, compromise, surrender, extension, renewal, acceleration, modification, indulgence or release is expressly for the benefit of XXX).

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Supplemental Credit Documents or the Hedging Agreements, 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. Each Guarantor agrees that this Guaranty may be enforced by the Supplemental Credit Lenders 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 Tranche A Term Loan Notes, Tranche B Term Loan Notes or any other of the Supplemental Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Supplemental Credit Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Supplemental Credit Lenders to pursue any other remedy or enforce any other right. 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 Supplemental Credit Lenders (and any Affiliates of Supplemental Credit Lenders entering into Hedging Agreements) have been paid in full, all Commitments Tranche A Term Loan Committed Amount and the Tranche B Term Loan Committed Amount 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 Supplemental Credit Lenders in connection with monies received under the Supplemental Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent the Supplemental Credit Lenders from suing on the Tranche A Term Loan Notes, the Tranche B Term Loan Notes or any of the other Supplemental Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Tranche A Term Loan Notes, the Tranche B Term Loan Notes, any other of the Supplemental 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its Guarantor's obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any the Agent or any Supplemental Credit Lender upon this Guarantee or acceptance of this Guarantee. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents Agent and the Supplemental Credit Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging AgreementsFacility 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. Each Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Facility Documents or any collateral, if any, hereafter securing the Credit Party Guaranteed Obligations or otherwise otherwise, and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower Borrowers or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower Borrowers or any other Guarantor of the Credit Party 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 Credit this Agreement have been terminated 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 Facility Documents. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes or any of the other Credit Facility Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Guaranteed Obligations or from exercising any other rights available to it them under this Credit Agreement, the Notes, any other of the Credit Facility 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 any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither 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 or limitation of the liability of the Borrower Borrowers or by reason of the bankruptcy or insolvency of the Borrowerany Borrowers. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Guaranteed Obligations and notice of or proof of reliance of by any Agent or any Lender upon this Guarantee or acceptance of this Guarantee. The Credit Party Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower Borrowers and any of the Guarantors, on the one hand, and the Agents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreements, 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. Each Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. 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 the Lenders from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of -54- reliance of by any Agent or any Lender upon this Guarantee or acceptance of this Guarantee. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantors further agree to all rights of set-off as set forth in Section 11.2.

Obligations Unconditional. The Each Guarantor agrees that the obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging 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 guarantorco-obligor, it being the intent of this Section 6B.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that this Guaranty Section 6B may be enforced by the Lenders Financing Parties 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 Credit Documents Operative Agreements or any collateral, if any, hereafter securing the Credit Party Company Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Financing Parties to proceed against the Borrower Lessee or any other Person (including without limitation a co-guarantor) or to require the Lenders Financing Parties to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Borrower Lessee or any other Guarantor of the Credit Party Company Obligations for amounts paid under this Guaranty Section 6B until such time as the Lenders (Loans, Lessor Advance, accrued but unpaid interest, accrued but unpaid Lessor Yield and any Affiliates of Lenders entering into Hedging Agreements) 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 Commitments rights 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 DocumentsN.C. Gen. Stat. 26-7 through 26-9. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders Financing Parties from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements Operative Agreement or foreclosing its any security interest in or Lien on any collateral, if any, securing the Credit Party Company Obligations or from exercising any other rights available to it under this Credit any Operative Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of 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 any Guarantor'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 or limitation of the liability of the Borrower Lessee or by reason of the bankruptcy or insolvency of the BorrowerLessee. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Company Obligations and notice of or proof of reliance of by any Agent or any Lender Financing Party upon this Guarantee Section 6B or acceptance of this Guarantee. Section 6B. The Credit Party Obligations, and any 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 Guarantee. Section 6B. All dealings between the Borrower Lessee and any of the Guarantors, on the one hand, and the Agents and the LendersFinancing Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.Section 6B.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreements, 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. Each Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower Borrowers or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower Borrowers 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 the Lenders from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither 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 or limitation of the liability of the Borrower Borrowers or by reason of the bankruptcy or insolvency of the BorrowerBorrowers. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any Agent or any Lender upon this Guarantee or acceptance of this Guarantee. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower Borrowers and any of the Guarantors, on the one hand, and the Agents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantors further agree to all rights of set-off as set forth in Section 11.2.

Obligations Unconditional. The obligations of the Guarantors each Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreementsthis 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. Each Guarantor agrees to the fullest extent permitted by applicable law that this Guaranty guaranty may be enforced by the Lenders 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 Credit Documents Loan Document or any collateral, if any, hereafter securing the Credit Party Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Guarantor or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no not exercise any right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor (or any other guarantor of the Credit Party Obligations Guaranteed Obligations) for amounts paid under this Guaranty 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 to the fullest extent permitted by applicable law that nothing contained herein shall prevent the Lenders from suing in any jurisdiction on the Notes this Agreement or any of the other Credit Documents or any of the Hedging Agreements Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Guaranteed Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the Credit 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 any of any Guarantor's ’s obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any To the fullest extent permitted by applicable law, neither 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 or limitation of the liability of the Borrower or any other Guarantor, (ii) by reason of the bankruptcy or insolvency of the BorrowerBorrower or such other Guarantor or (iii) by reason of the application of the laws of any foreign jurisdiction. Each Guarantor waives to the fullest extent permitted by applicable law any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Guaranteed Obligations and notice of or proof of reliance of by any the Administrative Agent or any Lender upon this Guarantee guaranty or acceptance of this Guaranteeguaranty. The Credit Party Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranteeguaranty. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteeguaranty.

Obligations Unconditional. The Guarantor agrees that the obligations of the Guarantors Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging 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 guarantorco-obligor, it being the intent of this Section 6B.2 that the obligations of Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that this Guaranty Section 6B may be enforced by the Lenders Financing Parties 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 Notes, the Certificates or any other of the Credit Documents Operative Agreements or any collateral, if any, hereafter securing the Credit Party Company Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Financing Parties to proceed against the Borrower Construction Agent, the Lessee or any other Person (including without limitation a co-guarantor) or to require the Lenders Financing Parties to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of Lessee and the Credit Party Obligations Construction Agent for amounts paid under this Guaranty Section 6B until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) Company Obligations have been paid in full. Without limiting the generality of the waiver provisions of this Section 6B, all Commitments under Guarantor hereby waives any rights to require the Credit Agreement have been terminated and no Person Financing Parties to proceed against the Construction Agent, the Lessee or Governmental Authority shall have any right co-guarantor or to request require Lessor to pursue any return other remedy or reimbursement of funds from the Lenders in connection with monies received under the Credit Documentsenforce any other right. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders Financing Parties from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements Operative Agreement or foreclosing its any security interest in or Lien on any collateral, if any, securing the Credit Party Company Obligations or from exercising any other rights available to it them under this Credit any Operative Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of 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 any Guarantor'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 or limitation of the liability of the Borrower Construction Agent or the Lessee or by reason of the bankruptcy or insolvency of the BorrowerConstruction Agent or the Lessee. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Company Obligations and notice of or proof of reliance of by any Agent or any Lender Financing Party upon this Guarantee Section 6B or acceptance of this Guarantee. Section 6B. The Credit Party Obligations, and any 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 Guarantee. Section 6B. All dealings between the Borrower Construction Agent, the Lessee and any of the GuarantorsGuarantor, on the one hand, and the Agents and the LendersFinancing Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.Section 6B.

Obligations Unconditional. The (a) Guarantor acknowledges that the obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to therein, to the fullest extent permitted undertaken 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. Each Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. 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 involve the Lenders (obligations of persons other than Guarantor and any Affiliates that the obligations 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 the Lenders from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be are absolute, independent irrevocable and unconditional under any and all circumstances. Neither . (b) Guarantor shall have defenses that Obligor may have or assert pursuant to the LLC Agreement, including any limitations on indemnities or damages payable thereunder; provided that Guarantor shall not be permitted to assert (i) defenses arising from the bankruptcy, reorganization, dissolution, liquidation or insolvency of Obligor, (ii) defenses, rights, set-offs, powers and counterclaims waived by Obligor under the LLC Agreement, or (iii) any other defenses waived in this Guaranty. (c) The enforceability and effectiveness of this Guaranty and the liability of Guarantor's obligations , and the rights, remedies, powers and privileges of the Guaranteed Party, under this Guaranty nor shall not be affected, limited, reduced, discharged or terminated, and Guarantor hereby expressly waives to the fullest extent permitted by Law any remedy for defense now or in the enforcement thereof shall future arising, by reason of: i. the illegality, invalidity or unenforceability of all or any part of the Obligations, the LLC Agreement, this Guaranty or any agreement approval or consent relative to all or any part of the Obligations; ii. any right, remedy, power or privilege the Guaranteed Party may have against Obligor, any other guarantor of all or any part of the Obligations or any other person, the Guaranteed Party being under no obligation to pursue or exhaust any such right, remedy, power or privilege, whatsoever; iii. any right to mitigate or reduce Guarantor’s liability or to collect or enforce the Obligations notwithstanding the fact that all or any part of the Obligations may be impaireddue and payable and that Obligor may be in default of its obligations under the LLC Agreement; iv. any counterclaim, modifiedset-off or other claim that Obligor or Guarantor has or alleges to have against the Guaranteed Party other than any counterclaim, changed set-off or released claim that Obligor has arising under the LLC Agreement; v. any failure, or election, of the Guaranteed Party to file or enforce a claim or right (including rights under Sections 1111(b), 363 and 364 of the federal bankruptcy code and to stipulate receipt of adequate protection) in any manner whatsoever bankruptcy or other proceeding with respect to Obligor; vi. any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by an impairmentor against Obligor or any of its Affiliates, modificationincluding any discharge of, changeor bar or stay against collecting, release all or limitation any part of the liability Obligations (or any interest on all or any part of the Borrower Obligations), in or by reason as a result of any such proceeding; vii. the failure to perfect, enforce or take advantage of, or the avoidance of, any lien in favor of the bankruptcy Guaranteed Party for any reason; or viii. any change in the status, function, control or insolvency ownership of Obligor, including the sale, transfer or other disposition by Guarantor of any or all of its direct or indirect ownership interests in Obligor. (d) Notwithstanding anything herein to the contrary, nothing herein is intended to modify or amend any obligations of the Borrower. Each Guarantor waives any and all Guaranteed Party to provide notice to Obligor or make demands of Obligor as may be expressly required in the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any Agent or any Lender upon this Guarantee or acceptance of this Guarantee. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeLLC Agreement.

Obligations Unconditional. The obligations of the Guarantors Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Loan 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 that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each The Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Loan Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each the Guarantor hereby waives the right to require the Administrative Agent, the Letter of Credit Issuer or the Lenders to make demand on or proceed against the any Borrower Party or any other Person (including a co-guarantor) or to require the Administrative Agent, the Letter of Credit Issuer or the Lenders to pursue any other remedy or enforce any other right. 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 The Guarantor further agrees that nothing contained herein shall prevent the Lenders any Secured Party from suing on the Notes or any of the other Credit Loan 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 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 Credit 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 any the Guarantor's ’s obligations hereunder; it being the purpose and intent of each the Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any 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 release, increase or limitation of the liability of the any Borrower or by reason of the bankruptcy bankruptcy, insolvency or insolvency analogous procedure of the any Borrower. Each The Guarantor waives any and all notice of the creation, renewal, extension accrual or accrual increase of any of the Credit Party Obligations and notice of or proof of reliance of by any Agent or any Lender upon Secured Party on this Guarantee Guaranty or acceptance of this GuaranteeGuaranty. The 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 GuaranteeGuaranty. All dealings between the Borrower and any of the GuarantorsBorrowers, on the one hand, and the Agents and the LendersSecured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.Guaranty. The Guarantor represents and warrants that 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 subject to any limitation, impairment or 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: (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 Obligations or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Obligations;

Obligations Unconditional. The Guarantor agrees that the obligations of the Guarantors Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging 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 law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety surety, guarantor or guarantorco-obligor, it being the intent of this Section 6B.2 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each The Guarantor agrees that this Guaranty Section 6B may be enforced by the Lenders 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 Notes, the Certificates or any other of the Credit Documents Operative Agreements or any collateral, if any, hereafter securing the Credit Party Company Obligations or otherwise and each the Guarantor hereby waives the right to require the Lenders any benefitted party to proceed against the Borrower Construction Agent, the Lessee or any other Person (including without limitation a co-guarantor) or to require the Lenders any benefitted party to pursue any other remedy or enforce any other right. Each The Guarantor further agrees that it shall have no hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Borrower Lessee and the Construction Agent, the Lessor or any other the Guarantor of the Credit Party Company Obligations or the Lessor Obligations for amounts paid under this Guaranty Section 6B until such time as the Lenders (Loans, Holder Advances, accrued but unpaid interest, accrued but unpaid Holder Yield and any Affiliates of Lenders entering into Hedging Agreements) 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 Commitments rights 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 DocumentsN.C. Gen. Stat. Each § 26-7 through 26-9. The Guarantor further agrees that nothing contained herein shall prevent the Lenders any benefitted party from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements Operative Agreement or foreclosing its any security interest in or Lien on any collateral, if any, securing the Credit Party Company Obligations or the Lessor Obligations or from exercising any other rights available to it under this Credit any Operative Agreement, the Notes, any other of the 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 any of any the Guarantor's ’s obligations hereunder; it being the purpose and intent of each 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 any 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 or limitation of the liability of the Borrower Construction Agent or the Lessee or by reason of the bankruptcy or insolvency of the BorrowerConstruction Agent or the Lessee. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Company Obligations or any of the Lessor Obligations and notice of or proof of reliance of by any Agent or any Lender benefitted party upon this Guarantee Section 6B or acceptance of this Guarantee. Section 6B. The Credit Party Obligations, Company Obligations and any 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 Guarantee. Section 6B. All dealings between the Borrower Construction Agent, the Lessee and any of the GuarantorsGuarantor, on the one hand, and the Agents and the Lendersbenefitted parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.Section 6B.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreementsthis 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. Each Guarantor agrees that this Guaranty guaranty may be enforced by the Lenders Secured Parties without the necessity at any time of resorting to or exhausting any other security 93782947_8 or collateral Collateral and without the necessity at any time of having recourse to the Notes this Agreement, any other Loan Document, any Cash Management Agreement or any other of the Credit Documents Hedge Agreement or any collateral, if any, Collateral hereafter securing the Credit Party Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Secured Parties to proceed against the Borrower any other Guarantor or any other Person (including a co-guarantor) or to require the Lenders Secured Parties to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower any other Guarantor (or any other Guarantor guarantor of the Credit Party Obligations Guaranteed Obligations) for amounts paid under this Guaranty guaranty until such time as the Lenders Obligations (other than (a) unasserted contingent obligations and any Affiliates (b) obligations and liabilities under Secured Cash Management Agreements, Secured Hedge Agreements, Secured Bilateral Letter of Lenders entering into Hedging AgreementsCredit Facilities or Secured Closing Date Bilateral Facilities as to which arrangements satisfactory to the applicable Cash Management Bank, Hedge Bank, Bilateral L/C Issuer or holder of Debt under a Secured Closing Date Bilateral Facility shall have been made) have been paid in full, full and all Commitments under the Credit 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 Credit Documentsterminated. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders Secured Parties from suing in any jurisdiction on the Notes this Agreement, any other Loan Document, any Cash Management Agreement or any of the other Credit Documents or any of the Hedging Agreements Hedge Agreement or foreclosing its security interest in or Lien on any collateral, if any, Collateral securing the Credit Party Guaranteed Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the Credit Documents, Agreement or any other instrument of security, if anySecurity Document, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of any Guarantor's ’s obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any 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 or limitation of the liability of the Borrower or any other Guarantor, (ii) by reason of the bankruptcy or insolvency of any other Guarantor, (iii) by reason of the Borrowerapplication of the laws of any foreign jurisdiction or (iv) by reason of the location of any other Guarantor in any foreign jurisdiction. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent, any Agent Issuing Lender or any Lender other Secured Party upon this Guarantee guaranty or acceptance of this Guaranteeguaranty. The Credit Party Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranteeguaranty. All dealings between the Parent Borrower and any of the Guarantors, on the one hand, and the Agents Administrative Agent and the Lendersother Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteeguaranty.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreementsthis 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. Each Guarantor agrees that this Guaranty guaranty may be enforced by the Lenders Bank 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 Credit Documents Loan Document or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Bank to proceed against the Borrower any other Guarantor or any other Person (including a co-guarantor) or to require the Lenders Bank to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower any other Guarantor (or any other Guarantor guarantor of the Credit Party Obligations Obligations) for amounts paid under this Guaranty guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have Bank has been paid in full, all Commitments commitments under the Credit 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 Bank in connection with monies received under the Credit Documentsthis Agreement. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders Bank from suing in any jurisdiction on the Notes this Agreement or any of the other Credit Documents or any of the Hedging Agreements Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the Credit 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 any of any Guarantor's ’s obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any 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 or limitation of the liability of the Borrower or any other Guarantor, (ii) by reason of the bankruptcy or insolvency of such other Guarantor, (iii) by reason of the Borrowerapplication of the laws of any foreign jurisdiction or (iv) by reason of the location of such other Guarantor in any foreign jurisdiction. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any Agent or any Lender the Bank upon this Guarantee guaranty or acceptance of this Guaranteeguaranty. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranteeguaranty. All dealings between the Borrower Parent and any of the Guarantors, on the one hand, and the Agents and the LendersBank, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteeguaranty.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Documents, the Hedging Agreementsinsolvency of any Credit Party, 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. Each Guarantor agrees Guarantors agree that this Guaranty may be enforced by the Lenders 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor Guarantors hereby waives waive the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. Each Guarantor Guarantors further agrees agree that it they 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 Total 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 Guarantors further agrees agree that nothing contained herein shall prevent the Lenders from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any Guarantor's the Guarantors' obligations hereunder; it being the purpose and intent of each Guarantor Guarantors that its their obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives Guarantors waive any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of or reliance of by any the Agent or any Lender upon this Guarantee Guaranty or acceptance of this GuaranteeGuaranty. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeGuaranty. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeGuaranty.

Obligations Unconditional. The obligations of the U.S. Subsidiary Guarantors hereunder are 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 Credit Documents Documents, Hedging Agreements between any Lender or Affiliate of a Lender and the Hedging Agreementsapplicable 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 law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.2 that the respective obligations of the U.S. Subsidiary Guarantors and the Canadian Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each such Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the applicable Borrower or any other applicable Guarantor of the Credit Party Canadian Obligations for amounts paid under this Guaranty Article XII until such time as the Lenders (and any Affiliates of Lenders entering into Hedging AgreementsAgreements with the applicable Borrower) have been paid in fullfull in respect of all Credit Party Obligations or all Canadian Obligations, as the case may be, all Commitments under the 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 Documents or Hedging Agreements between the Lenders from suing on the Notes applicable Borrower and 102 any Lender, or any Affiliate of a Lender. Without limiting the generality of the other Credit Documents 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 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 Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising Canadian Obligations, as the case may be, shall be extended, or such performance or compliance shall be waived; (b) any other rights available to it under this Credit Agreement, of the Notes, acts mentioned in any other of the provisions of any of the Credit Documents, any Hedging Agreement between the applicable Borrower and any Lender, or any Affiliate of a Lender, or any other agreement or instrument of security, if any, and referred to in the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder Credit Documents or such Hedging Agreements shall be absolute, independent and unconditional under any and all circumstances. Neither any Guarantor's obligations under this Guaranty nor any remedy for done or omitted; (c) the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual maturity of any of the Credit Party Obligations or Canadian Obligations, as the case may be, shall be accelerated, or any of the Credit Party Obligations or Canadian Obligations, as the case may be, shall be modified, supplemented or amended in any respect, or any right under any of the Credit Documents, any Hedging Agreement between the applicable Borrower and notice any Lender, or any Affiliate of a Lender, or proof any other agreement or instrument referred to in the Credit Documents or such Hedging Agreements shall be waived or any other guarantee of reliance any of by the Credit Party Obligations or Canadian Obligations, as the case may be, or any applicable 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 Agent, the Collateral Agent or any Lender upon this Guarantee or acceptance Lenders as security for any of this Guarantee. The the Credit Party Obligations or the Canadian Obligations, as the case may be, shall fail to attach or be perfected; or (e) any of the Credit Party Obligations or Canadian Obligations, as the case may be, shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any applicable Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of applicable Guarantor). 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 Agents, the Collateral Agent or any Lender exhaust any right, power or remedy or proceed against any Person under any of themthe Credit Documents, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings any Hedging Agreement between the applicable Borrower and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Credit Documents or such Hedging Agreements, or against any other Person under any other guarantee of, or security for, any of the GuarantorsCredit Party Obligations or Canadian Obligations, on as the one handcase may be. The rights of the Agents, the Collateral Agent and the Agents Lenders and the Lenders, on Affiliates of any of the other hand, likewise Lenders contained herein shall be conclusively presumed in addition to and independent of all other rights which they may at any time have been had or consummated hold in reliance upon this Guaranteerespect of any of the Credit Party Obligations or Canadian Obligations.

Obligations Unconditional. The obligations of the Guarantors QB Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Loan 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 guarantorQB Guarantor. Each The QB Guarantor agrees that this Qualified Borrower Guaranty may be enforced by any Secured Party pursuant to the Lenders Credit Agreement 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 Qualified Borrower Notes or any other of the Credit Loan Documents or any collateral, if any, hereafter securing the Credit Party Obligations Guaranteed Debt or otherwise and each the QB Guarantor hereby waives the right to require the Administrative Agent or the Lenders to make demand on or proceed against the Borrower any Credit Party or any other Person (including a co-guarantorQB Guarantor) or to require the Administrative Agent or the Lenders to pursue any other remedy or enforce any other right. 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 The QB Guarantor further agrees that nothing contained herein shall prevent the Lenders any Secured Party from suing on the Qualified Borrower Notes or any of the other Credit Loan 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 Credit Party 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 Credit 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 any the QB Guarantor's ’s obligations hereunder; it being the purpose and intent of each the QB Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any the QB Guarantor's ’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 release, increase or limitation of the liability of the Borrower any Credit Party or by reason of the bankruptcy bankruptcy, insolvency or insolvency analogous procedure of the Borrowerany Credit Party. Each The QB Guarantor waives any and all notice of the creation, renewal, extension accrual or accrual increase of any of the Credit Party Obligations Guaranteed Debt and notice of or proof of reliance of by any Agent or any Lender upon Secured Party on this Guarantee Qualified Borrower Guaranty or acceptance of this GuaranteeQualified Borrower Guaranty. The 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 GuaranteeQualified Borrower Guaranty. All dealings between the Borrower and any of the GuarantorsCredit Parties, on the one hand, and the Agents and the LendersSecured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeQualified Borrower Guaranty. The QB Guarantor represents and warrants that 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 subject to any limitation, impairment or 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: (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 Guaranteed Debt or any agreement relating thereto, or with respect to any guaranty of or other security for the payment of the Guaranteed 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 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 Guaranteed Debt; (C) to the fullest extent permitted by Applicable Law, any of the Guaranteed 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 Guaranteed Debt, even though the Administrative Agent might have elected to apply such payment to any part or all of the Guaranteed Debt; (E) any failure to perfect or continue perfection of a security interest in any of the Collateral; (F) any defenses, set-offs or counterclaims which any Credit Party may allege or assert against the Administrative Agent in respect of the Guaranteed Debt, including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and 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 an obligor in respect of the Guaranteed Debt.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreements, 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. Each Guarantor agrees that this Guaranty may be enforced by the Lenders 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 Credit Documents or any collateralCollateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right (a) of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Credit Party Obligations for amounts paid under this Guaranty or (b) to payment of Indebtedness owing by any other Credit Party to such Guarantor until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) Obligations have been paid in full, all Commitments under the 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 the Lenders from suing on the Notes or any of the other Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateralCollateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the 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 any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither 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 or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee. The Credit Party Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Agents Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantors further agree to all rights of set-off as set forth in Section 11.2.