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 this Agreement, or any other agreement or instrument referred to herein, 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 security or collateral and without the necessity at any time of having recourse to the Notes, this Agreement or any other Loan Document or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against 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 any other Guarantor (or any other guarantor of the Guaranteed Obligations) for amounts paid under this guaranty until such time as the Lenders have been paid in full, all commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreement. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes, this Agreement or any other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement, the Notes, 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 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 a 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 any other Guarantor or by reason of the bankruptcy or insolvency of such other Guarantor. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon this guaranty or acceptance of this guaranty. The 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 guaranty. All dealings between the Borrower and the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.

Obligations Unconditional. The obligations of the Guarantors hereunder under Section 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreementany of the Loan Documents, Secured Swap Agreements or Secured Treasury Management Agreements, or any other agreement or instrument referred to hereintherein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any law or regulation or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that this guaranty may be enforced by the Lenders without the necessity at any time of resorting to or exhausting any security or collateral and without the necessity at any time of having recourse to the Notes, this Agreement or any other Loan Document or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each such Guarantor hereby waives the right to require the Lenders to proceed against 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 or any other Guarantor (or any other guarantor of the Guaranteed Obligations) for amounts paid under this guaranty Article IV until such time as the Lenders Obligations (other than in respect of unasserted indemnification and expense reimbursement obligations that survive the termination of this Agreement or obligations and liabilities under any Secured Swap Agreement or Secured Treasury Management Agreement, in each case, not yet due and payable) have been paid in fullfull and the Commitments have expired or terminated. Without limiting the generality of the foregoing, all commitments under this Agreement have been terminated 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 no Person unconditional as described above: (a) at any time or Governmental Authority from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall have be extended, or such performance or compliance shall be waived; (b) any right to request of the acts mentioned in any return or reimbursement of funds from the Lenders in connection with monies received under this provisions of any of the Loan Documents, any Secured Swap Agreement. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes, this Agreement or any other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Secured Treasury Management Agreement, the Notes, or any other agreement or instrument of securityreferred to in the Loan Documents, 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 Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder such Secured Swap Agreements or such Secured Treasury Management Agreements shall be absolute, independent and unconditional under any and all circumstances. Neither a Guarantor's obligations under this guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed done or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of any other Guarantor or by reason of the bankruptcy or insolvency of such other Guarantor. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon this guaranty or acceptance of this guaranty. The 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 guaranty. All dealings between the Borrower and the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.omitted;

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, any of the Credit Documents or any other agreement or instrument referred to hereintherein, 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 Notes or any other Loan Document of the Credit Documents or any collateral, if any, hereafter securing the Guaranteed Borrower Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against any other Guarantor 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 66 that it shall have no any right of subrogation, indemnity, reimbursement or contribution it may have against the Borrower or any other Guarantor (or any other guarantor of the Guaranteed Obligations) Borrower Obligations for amounts paid under this guaranty Guaranty shall be subordinated to (and no Guarantor shall assert same unless and until) the repayment in full of all Loans, all reimbursement obligations under Letters of Credit, all interest thereon, and all fees until such time as 100 days after the Lenders 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 this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreement. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes, this Agreement Notes or any of the other Loan Document Credit Documents or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed 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 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 a 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 any other Guarantor the Borrower or by reason of the bankruptcy or insolvency of such other Guarantorthe Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance of by the Administrative any Agent or any Lender upon this guaranty Guarantee or acceptance of this guarantyGuarantee. The Guaranteed 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 guarantyGuarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent Agents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyGuarantee.

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 this Agreement, any of the Loan Documents or any other agreement or instrument referred to hereintherein, to the fullest extent permitted by Applicable applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense (other than payment or performance) of a surety or guarantorany Fund Guarantor. Each Fund Guarantor agrees that this guaranty 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, this Agreement Notes or any of the other Loan Document Documents or any collateralCollateral, if any, hereafter securing the 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 any other Guarantor 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (or any other guarantor of the Guaranteed Obligations) for amounts paid under this guaranty until such time as the Lenders have been paid in full, all commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from Administrative Agent or the Lenders in connection with monies received under this Agreementthe Loan Documents. Each Fund Guarantor further agrees that nothing contained herein shall prevent Administrative Agent or the Lenders from suing on the Notes, this Agreement Qualified Borrower Notes or any of the other Loan Document Documents or foreclosing its or their, as applicable, security interest in or Lien on any collateral, if any, Collateral securing the Fund Guaranteed Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of 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 a any Fund Guarantor's ’s obligations under this guaranty 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 any other Guarantor Qualified Borrower or by reason of the bankruptcy or insolvency of such other Guarantorany Qualified Borrower. Each Fund Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Fund Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon on this guaranty Fund Borrower Guaranty or acceptance of this guarantyFund Borrower Guaranty. The 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 guarantyFund Borrower Guaranty. All dealings between the Borrower and the Guarantorsany Qualified Borrower, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyFund 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 each Fund Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, any of the Loan Documents or any other agreement or instrument referred to hereintherein, to the fullest extent permitted by Applicable applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense (other than payment or performance) of a surety or guarantorany Fund Guarantor. Each Fund Guarantor agrees that this guaranty 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, this Agreement Notes or any of the other Loan Document Documents or any collateralCollateral, if any, hereafter securing the 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 any other Guarantor 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (or any other guarantor of the Guaranteed Obligations) for amounts paid under this guaranty until such time as the Lenders have been paid in full, all commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from Administrative Agent or the Lenders in connection with monies received under this Agreementthe Loan Documents. Each Fund Guarantor further agrees that nothing contained herein shall prevent Administrative Agent or the Lenders from suing on the Notes, this Agreement Qualified Borrower Notes or any of the other Loan Document Documents or foreclosing its or their, as applicable, security interest in or Lien on any collateral, if any, Collateral securing the Fund Guaranteed Obligations or from exercising any other rights available to it or them, as applicable, under this Credit Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of 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 a any Fund Guarantor's ’s obligations under this guaranty 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 any other Guarantor Qualified Borrower or by reason of the bankruptcy or insolvency of such other Guarantorany Qualified Borrower. Each Fund Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Fund Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon on this guaranty Fund Borrower Guaranty or acceptance of this guarantyFund Borrower Guaranty. The 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 guarantyFund Borrower Guaranty. All dealings between the Borrower and the Guarantorsany Qualified Borrower, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyFund 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 this Agreementany of the Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to hereintherein, 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 Notes or any other Loan Document of the Credit Documents or any collateral, if any, hereafter securing the Guaranteed 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 any other Guarantor 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor (or any other guarantor of the Guaranteed Obligations) 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 Commitments under this 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 this Agreementthe Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes, this Agreement Notes or any of the other Loan Document Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed 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 a 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 any other Guarantor the Borrower or by reason of the bankruptcy or insolvency of such other Guarantorthe Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Credit Party Obligations and notice of or proof of reliance of by the Administrative any Agent or any Lender upon this guaranty Guarantee or acceptance of this guarantyGuarantee. The Guaranteed 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 guarantyGuarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent Agents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyGuarantee.

Obligations Unconditional. The obligations of the Guarantors Company hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, or any other agreement or instrument referred to herein, 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 The Company agrees that this guaranty may be enforced by the Lenders without the necessity at any time of resorting to or exhausting any security or collateral and without the necessity at any time of having recourse to the Notes, this Agreement or any other Loan Document or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each Guarantor the Company hereby waives the right to require the Lenders to proceed against any other Guarantor 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (a Designated Borrower or any other guarantor of the Guaranteed Obligations) Obligations for amounts paid under this guaranty until such time as the Lenders have been paid in full, all commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreement. Each Guarantor The Company further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes, this Agreement or any other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement, the Notes, 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 Guarantorof the 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 a Guarantorthe Company'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 any other Guarantor a Designated Borrower or by reason of the bankruptcy or insolvency of such other GuarantorBorrower. Each Guarantor The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon this guaranty or acceptance of this guaranty. The 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 guaranty. All dealings between the Borrower Designated Borrowers and the GuarantorsCompany, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.

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 this Agreementany of the Credit Documents or other documents relating to the Obligations, or any substitution, compromise, release, impairment or exchange of any other agreement guarantee of or instrument referred to hereinsecurity for any of the Obligations, and, to the fullest extent permitted by Applicable applicable Law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, 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 security or collateral and without the necessity at any time of having recourse to the Notes, this Agreement or any other Loan Document or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each such Guarantor hereby waives the right to require the Lenders to proceed against 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 Borrowers or any other Guarantor (or any other guarantor of the Guaranteed Obligations) for amounts paid under this guaranty Article IV until such time as the Lenders Obligations have been irrevocably paid in full, all commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreement. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes, this Agreement or any other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement, the Notes, or any other instrument of security, if any, full and the exercise commitments relating thereto have expired or terminated. (b) The obligations of the Foreign Guarantors under Section 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the 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 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 a Guarantor's obligations 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 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 other Guarantor hereunder, which shall remain absolute and unconditional as described above: (i) at any time or by reason from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the bankruptcy Obligations shall be extended, or insolvency of such other Guarantor. Each Guarantor waives performance or compliance shall be waived; (ii) any and all notice of the creation, renewal, extension or accrual acts mentioned in any of the provisions of any of the Guaranteed Credit 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 guaranty 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 guaranty. The Guaranteed 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 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 of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this guaranty. All dealings between the Borrower and the Guarantors, on the one hand, and requirement that the Administrative Agent and or any holder of the LendersObligations exhaust any right, on power or remedy or proceed against any Person under any of the Credit Documents or any other handdocuments relating to the Obligations or any other agreement or instrument referred to therein, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyagainst any other Person under any other guarantee of, or security for, any of the Obligations.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, or any other agreement or instrument referred to herein, 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 may be enforced by the Lenders Bank without the necessity at any time of resorting to or exhausting any security or collateral and without the necessity at any time of having recourse to the Notes, this Agreement or any other Loan Document or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Bank to proceed against 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (or any other guarantor of the Guaranteed Obligations) for amounts paid under this guaranty until such time as the Lenders have Bank has been paid in full, all commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders Bank in connection with monies received under this 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 other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement, the Notes, 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 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 a Guarantor's obligations under this 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 any other Guarantor or Guarantor, (ii) by reason of the bankruptcy or insolvency of such other Guarantor, (iii) by reason of the application 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 Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender Bank upon this guaranty or acceptance of this guaranty. The 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 guaranty. All dealings between the Borrower and the Guarantors, on the one hand, and the Administrative Agent and the LendersBank, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.

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 this Agreementany of the Operative Agreements, or any other agreement or instrument referred to hereintherein, or any substitution, release or exchange of any other guarantee of or security for any of the Company Obligations, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety surety, guarantor or 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, this Agreement the Certificates or any other Loan Document of the Operative Agreements or any collateral, if any, hereafter securing the Guaranteed Company Obligations or otherwise and each the Guarantor hereby waives the right to require the Lenders Financing Parties to proceed against any other Guarantor the 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 66 that it shall have no hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (the Lessee and the Construction Agent or any other guarantor of the Guaranteed Obligations) 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 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 this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this AgreementN.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, this any Operative Agreement or foreclosing any other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Company Obligations or from exercising any other rights available to it under this any Operative Agreement, the Notes, 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 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 a 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 any other Guarantor the Construction Agent or the Lessee or by reason of the bankruptcy or insolvency of such other Guarantorthe Construction Agent or the Lessee. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Company Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender Financing Party upon this guaranty Section 8B or acceptance of this guaranty. Section 8B. The Guaranteed 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 guaranty. Section 8B. All dealings between the Borrower Construction Agent, the Lessee and the GuarantorsGuarantor, on the one hand, and the Administrative Agent and the LendersFinancing Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.Section 8B.

Obligations Unconditional. (a) The obligations of the Subsidiary Guarantors hereunder under Section 4.01(a) are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, any of the Credit Documents or any other agreement or instrument referred to hereintherein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any 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 4.02(a) that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Subsidiary Guarantor agrees that this guaranty may be enforced by the Lenders without the necessity at such Subsidiary Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against any time of resorting to or exhausting any security or collateral and without the necessity at any time of having recourse to the Notes, this Agreement Borrower or any other Loan Document Subsidiary Guarantor for amounts paid under this Article IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. (b) The obligations of the Parent Borrower under Section 4.01(b) are irrevocable, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any collateral, if any, hereafter securing of the Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against any other Guarantor Credit Documents or any other Person (including a co-guarantor) agreement or instrument referred to require the Lenders to pursue therein, or any substitution, release, impairment or exchange of any other remedy guarantee of or enforce security for any of the Canadian Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other rightcircumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.02(b) that the obligations of the Parent Borrower hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor further The Parent Borrower agrees 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (or any other guarantor of the Guaranteed Obligations) Canadian Borrower for amounts paid under this guaranty Article IV until such time as the Lenders Canadian Obligations have been paid in fullfull and the Commitments have expired or terminated. (c) Without limiting the generality of the foregoing, all commitments under this Agreement have been terminated 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 no Person unconditional as described above: (i) at any time or Governmental Authority from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall have be extended, or such performance or compliance shall be waived; (ii) any right to request of the acts mentioned in any return or reimbursement of funds from the Lenders in connection with monies received under this Agreement. Each Guarantor further agrees that nothing contained herein shall prevent provisions of any of the Lenders from suing on the NotesCredit Documents, this Agreement any Swap Contract between any Credit Party and any Swap Bank, or any other Loan Document or foreclosing its security interest in or Lien on Treasury Management Agreement between any collateral, if any, securing the Guaranteed Obligations or from exercising Credit Party and any other rights available to it under this Agreement, the NotesTreasury Management Bank, or any other agreement or instrument of securityreferred to in the Credit Documents, if any, and such Swap Contracts or such Treasury Management Agreements shall be done or omitted; (iii) the exercise maturity of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder Obligations shall be absoluteaccelerated, independent and unconditional or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Credit Documents, any Swap Contract between any Credit Party and all circumstances. Neither a Guarantor's obligations under this guaranty nor any remedy for Swap Bank or any Treasury Management Agreement between any Credit Party and any Treasury Management Bank, or any other agreement or instrument referred to in the enforcement thereof Credit Documents, such Swap Contracts or such Treasury Management Agreements shall be impaired, modified, changed waived or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of any other Guarantor or by reason of the bankruptcy or insolvency of such other Guarantor. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual guarantee of any of the Guaranteed Obligations and notice of or proof of reliance of by the 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, any Administrative Agent or any Lender upon this guaranty or acceptance Lenders as security for any of this guarantythe Obligations shall fail to attach or be perfected; or (v) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). The Guaranteed ObligationsWith respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that an Administrative 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 any Swap Contract between any Credit Party and any Swap Bank or incurredany Treasury Management Agreement between any Credit Party and any Treasury Management Bank, or renewedany other agreement or instrument referred to in the Credit Documents, extendedsuch Swap Contracts or such Treasury Management Agreements, amended or waivedagainst any other Person under any other guarantee of, in reliance upon this guaranty. All dealings between or security for, any of the Borrower and the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyObligations.

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 this Agreementany of the Loan Documents or other documents relating to the Obligations, or any substitution, compromise, release, impairment or exchange of any other agreement guarantee of or instrument referred to hereinsecurity for any of the Obligations, and, to the fullest extent permitted by Applicable applicable Law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.03 that the obligations of the Domestic Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Domestic Guarantor subordinates, and agrees that this guaranty may be enforced by the Lenders without the necessity at any time of resorting to or exhausting any security or collateral and without the necessity at any time of having recourse to the Notes, this Agreement or any other Loan Document or any collateral, if such Domestic Guarantor shall not exercise any, hereafter securing the Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against 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 any other Guarantor (Borrower or any other guarantor of the Guaranteed Obligations) Guarantor for amounts paid under this Article IV or any other guaranty of the Obligations until such time as the Lenders Obligations have been paid in full, all commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreement. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes, this Agreement or any other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement, the Notes, or any other instrument of security, if any, full and the exercise Commitments have expired or terminated. (b) The obligations of the Foreign Guarantors under Section 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the aforesaid rights and Loan 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 Guarantor's obligations hereunder; a surety or guarantor, it being the purpose and intent of each Guarantor this Section 4.03 that its the obligations of the Foreign Guarantors hereunder shall be absolute, independent absolute and unconditional under any and all circumstances. Neither a Guarantor's obligations Each Foreign Guarantor subordinates, and agrees that such Foreign Guarantor shall not exercise any, right of subrogation, indemnity, reimbursement or contribution against any Borrower or any other Guarantor for amounts paid under this Article IV or any other guaranty nor of the Foreign Obligations until such time as the Foreign Obligations have been paid in full and the Commitments 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 other Guarantor hereunder, which shall remain absolute and unconditional as described above: (i) at any time or by reason from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the bankruptcy Obligations shall be extended, or insolvency of such other Guarantor. Each Guarantor waives performance or compliance shall be waived; (ii) any and all notice of the creation, renewal, extension or accrual acts mentioned in any of the provisions of any of the Guaranteed Loan 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 Loan 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 guaranty holder of Obligations as security for any of the Obligations shall fail to attach or acceptance be perfected; (v) any of this guaranty. The Guaranteed Obligationsthe Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor); or (vi) the change in any law, regulation, decree or order of any jurisdiction, or any other event affecting any term of any Obligation or any Lender’s rights with respect thereto. (d) With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, 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 guaranty. All dealings between the Borrower and the Guarantors, on the one hand, and requirement that the Administrative Agent and or any holder of the LendersObligations exhaust any right, on power or remedy or proceed against any Person under any of the Loan Documents or any other handdocuments relating to the Obligations, likewise shall be conclusively presumed or any other agreement or instrument referred to have been had therein, or consummated in reliance upon this guarantyagainst any other Person under any other guarantee of, or security for, any of the Obligations.

Obligations Unconditional. The obligations of the Guarantors Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, any of the Loan Documents or any other agreement or instrument referred to hereintherein, 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 Notes or any other of the Loan Document Documents or any collateral, if any, hereafter securing the Guaranteed Obligations Obligation or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against any other Guarantor 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against Borrower or any other Guarantor (or any other guarantor of the Guaranteed Obligations) Obligation for amounts paid under this guaranty Guaranty until such time as the Lenders have been paid in full, all commitments Commitments under this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreementthe Loan Documents. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes, this Agreement Notes or any of the other Loan Document Documents or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations Obligation or from exercising any other rights available to it under this Credit Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any 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 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 any other Borrower or Guarantor or by reason of the bankruptcy or insolvency of such other Borrower or Guarantor. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations Obligation and notice of or proof of reliance of by the Administrative any Agent or any Lender upon on this guaranty Guaranty or acceptance of this guarantyGuaranty. The Guaranteed 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 guarantyGuaranty. All dealings between the Borrower and the GuarantorsGuarantor, on the one hand, and Administrative Agent, the Administrative Agent 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 guarantyGuaranty. 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 this Agreement, any of the Loan Documents or any other agreement or instrument referred to hereintherein, 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 The 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 any notes issued hereunder or any other of the Loan Document Documents or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each the Guarantor hereby waives the right to require the Lenders to proceed against any other Guarantor 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (or any other guarantor of the Guaranteed Obligations) Borrower for amounts paid under this guaranty Guaranty until such time as the Lenders have been paid in full, all commitments Commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreementthe Loan Documents. Each The Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes, this Agreement Notes issued hereunder or any of the other Loan Document Documents or foreclosing its any security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it any of them under this Agreement, the Notes, any of the other Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of the Guarantor's ’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 a the Guarantor's ’s obligations under this guaranty Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of any other Guarantor the Borrower or by reason of the bankruptcy or insolvency of such other Guarantorthe Borrower. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon this guaranty Guaranty or acceptance of this guarantyGuaranty. The 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 guarantyGuaranty. All dealings between the Borrower and the GuarantorsGuarantor, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyGuaranty. The Guarantor further agrees to all rights of set-off as set forth in SECTION 9.8.

Obligations Unconditional. (a) The obligations of the Subsidiary Guarantors under Section 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents, Swap Contracts or Treasury Management Agreements, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than the defense that the Obligations (other than contingent indemnification or expense reimbursement obligations, Obligations under Treasury Management Agreements and Swap Contracts or Letters of Credit to the extent cash collateralized or appropriate backstop letters of credit have been issued) have been paid in full), it being the intent of this Section 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against PRA or any other Guarantor for amounts paid under this Article IV until such time as the Obligations (other than contingent indemnification or expense reimbursement obligations, Obligations under Treasury Management Agreements and Swap Contracts or Letters of Credit to the extent cash collateralized or appropriate backstop letters of credit have been issued) have been paid in full and the Commitments have expired or terminated. (b) The obligations of PRA under Section 4.01 are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreementany of the Loan Documents, Swap Contracts or Treasury Management Agreements, or any other agreement or instrument referred to hereintherein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Designated Borrower Obligations or the Canadian Borrower Obligations, as applicable, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any law or regulation or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.02 that the obligations of PRA hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor PRA agrees that this guaranty may be enforced by the Lenders without the necessity at any time of resorting to or exhausting any security or collateral and without the necessity at any time of having recourse to the Notes, this Agreement or any other Loan Document or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against 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 any other Guarantor (the Designated Borrower or any other guarantor of the Guaranteed Obligations) Canadian Borrower, as applicable, for amounts paid under this guaranty Article IV until such time as the Lenders Designated Borrower Obligations or the Canadian Obligations (in each case, other than contingent indemnification or expense reimbursement obligations, Obligations under Treasury Management Agreements and Swap Contracts or Letters of Credit to the extent cash collateralized or appropriate backstop letters of credit have been issued) have been paid in fullfull and the Commitments have expired or terminated. (c) Without limiting the generality of the foregoing sections (a) and (b), all commitments under this Agreement have been terminated 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 no Person unconditional as described above: (i) at any time or Governmental Authority from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall have be extended, or such performance or compliance shall be waived; (ii) any right to request of the acts mentioned in any return or reimbursement of funds from the Lenders in connection with monies received under this Agreement. Each Guarantor further agrees that nothing contained herein shall prevent provisions of any of the Lenders from suing on the NotesLoan Documents, this Agreement any Swap Contract between any Loan Party and any Swap Bank, or any other Treasury Management Agreement between any Loan Document or foreclosing its security interest in or Lien on Party and any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement, the NotesTreasury Management Bank, or any other agreement or instrument of securityreferred to in the Loan Documents, if any, and such Swap Contracts or such Treasury Management Agreements shall be done or omitted; (iii) the exercise maturity of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder Obligations shall be absoluteaccelerated, independent and unconditional or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents, any Swap Contract between any Loan Party and all circumstances. Neither a Guarantor's obligations under this guaranty nor any remedy for Swap Bank, or any Treasury Management Agreement between any Loan Party and any Treasury Management Bank, or any other agreement or instrument referred to in the enforcement thereof Loan Documents, such Swap Contracts or such Treasury Management Agreements shall be impaired, modified, changed waived or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of any other Guarantor or by reason of the bankruptcy or insolvency of such other Guarantor. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual guarantee of any of the Guaranteed Obligations and notice of or proof of reliance of by the Administrative 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, either Agent or any Lender upon this guaranty or acceptance Lenders as security for any of this guarantythe Obligations shall fail to attach or be perfected; or (v) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). The Guaranteed ObligationsWith respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that either Agent or any Lender exhaust any right, power or remedy or proceed against any Person under any of themthe Loan Documents, shall conclusively be deemed to have been created, contracted or incurredany Swap Contract between any Loan Party and any Swap Bank, or renewedany Treasury Management Agreement between any Loan Party and any Treasury Management Bank, extendedor any other agreement or instrument referred to in the Loan Documents, amended such Swap Contracts or waivedsuch Treasury Management Agreements, in reliance upon this guaranty. All dealings between or against any other Person under any other guarantee of, or security for, any of the Borrower and the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyObligations.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, or any other agreement or instrument referred to herein, 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 Bank without the necessity at any time of resorting to or exhausting any security or collateral and without the necessity at any time of having recourse to the Notes, this Agreement or any other Loan Document or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Bank to proceed against 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (or any other guarantor of the Guaranteed Obligations) for amounts paid under this guaranty until such time as the Lenders have Bank has been paid in full, all commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders Bank in connection with monies received under this 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 other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement, the Notes, 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 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 a Guarantor's obligations under this 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 any other Guarantor or Guarantor, (ii) by reason of the bankruptcy or insolvency of such other Guarantor, (iii) by reason of the application 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 Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender Bank upon this guaranty or acceptance of this guaranty. The 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 guaranty. All dealings between the Borrower Parent and the Guarantors, on the one hand, and the Administrative Agent and the LendersBank, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.

Obligations Unconditional. The obligations of the Guarantors each Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, or any other agreement or instrument referred to herein, 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 to the fullest extent permitted by applicable law that this guaranty may be enforced by the Lenders Administrative Agent without the necessity at any time of resorting to or exhausting any security or collateral Collateral and without the necessity at any time of having recourse to the Notes, this Agreement or any other Loan Document or any collateralCollateral, if any, hereafter securing the Guaranteed 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 Guarantor or any other Person (including a co-guarantor) or to require the Lenders Administrative Agent to pursue any other remedy or enforce any other right. Each Guarantor further agrees 66 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 Guaranteed Obligations) for amounts paid under this guaranty until such time as the Lenders Loan Obligations have been paid in full, all commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreement. Each Guarantor further agrees 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 other Loan Document or foreclosing its security interest in or Lien on any collateralCollateral, if any, securing the Guaranteed Loan Obligations or from exercising any other rights available to it under this Agreement, the Notes, 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 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 To the fullest extent permitted by applicable law, neither a 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 (i) by an impairment, modification, change, release or limitation of the liability of the Borrower or any other Guarantor or Guarantor, (ii) by reason of the bankruptcy or insolvency of the Borrower or such other GuarantorGuarantor 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 Guaranteed Loan Obligations and notice of or proof of reliance of by the Administrative Agent Agent, the Lenders or any Lender the Issuing Banks upon this guaranty or acceptance of this guaranty. The Guaranteed 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 guaranty. All dealings between the Borrower and the Guarantors, on the one hand, and the 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 guaranty.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreementany of the Credit Documents or any agreements giving rise to Hedging Obligations on the part of any Credit Party, or any other agreement or instrument referred to hereintherein, 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 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 Notes or any other Loan Document of the Credit Documents or any collateral, if any, hereafter securing the Guaranteed Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against any other Guarantor 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor (or any other guarantor of the Guaranteed Obligations) Credit Party Obligations for amounts paid under this guaranty until such time as the Lenders (and any Affiliates of Lenders entering into any agreement with any Credit Party giving rise to Hedging Obligations of such Credit Party) have been paid in full, all commitments Commitments under this 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 this Agreementthe Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes, this Agreement Notes or any of the other Loan Document Credit Documents or any agreements giving rise to Hedging Obligations on the part of any Credit Party or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed 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 a 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 any other Guarantor the Borrower or by reason of the bankruptcy or insolvency of such other Guarantorthe Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Credit Party Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon this guaranty Guarantee or acceptance of this guarantyGuarantee. The Guaranteed 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 guarantyGuarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyGuarantee.

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 this Agreement, any of the Loan Documents or any other agreement or instrument referred to hereintherein, 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 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 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, this Agreement Notes or any other of the Loan Document Documents or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Banks to proceed against any other Guarantor 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Borrower, the other Guarantor (Guarantor, or any other guarantor of the Guaranteed Obligations) Obligations for amounts paid under this guaranty Guaranty until such time as the Lenders Banks have been paid in full, all commitments Commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreementterminated. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders Banks from suing on the Notes, this Agreement Notes or any of the other Loan Document Documents or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations Obligation or from exercising any other rights available to it under this Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any 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 a Guarantor's the obligations of any Guarantor 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 any other Borrower or any Guarantor or by reason of the bankruptcy or insolvency of such other any Borrower or any Guarantor. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon Bank on this guaranty Guaranty or acceptance of this guarantyGuaranty. The 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 guaranty. All dealings between the Borrower and the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.any

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreementthe Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to herein, 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 may be enforced by the Lenders without the necessity at any time of resorting to or exhausting any security or collateral and without the necessity at any time of having recourse to the Notes, this the Agreement or any other Loan Document Credit Documents or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against any other Guarantor the 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (the Company or any other guarantor of the Guaranteed Obligations) 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 this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreement. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes, this Agreement or any other Loan Credit Document or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, collateral securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement, the Notesother 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 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 a 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 any other Guarantor the Company or by reason of the bankruptcy or insolvency of such other Guarantorthe Company. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon this guaranty or acceptance of this guaranty. The Guaranteed 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 guaranty. All dealings between the Borrower Company and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreementany of the Credit Documents, or any other agreement or instrument referred to hereintherein, 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 Notes or any other Loan Document of the Credit Documents or any collateral, if any, hereafter securing the Guaranteed Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against any other Guarantor 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor (or any other guarantor of the Guaranteed Obligations) Credit Party Obligations for amounts paid under this guaranty Guaranty until such time as the Lenders have been paid in full, all commitments Commitments under this 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 this Agreementterminated. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes, this Agreement Notes or any of the other Loan Document Credit Documents or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed 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 a 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 any other Guarantor the Borrower or by reason of the bankruptcy or insolvency of such other Guarantorthe Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Credit Party Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon this guaranty Guaranty or acceptance of this guarantyGuaranty. The Guaranteed 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 guarantyGuaranty. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyGuaranty. 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 this Agreementany of the Loan Documents, or any other agreement or instrument referred to hereintherein, 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 Registered Notes or any other of the Loan Document Documents or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against any other Guarantor 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (Borrower or any other guarantor Guarantor of the Guaranteed Obligations) Obligations for amounts paid under this guaranty Guaranty until such time as the Lenders have been paid in full, all commitments Commitments under this 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 this Agreementthe Loan Documents. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders any Lender from suing on the Notes, this Agreement any Registered Notes or any of the other Loan Document Documents or the Collateral Agent from foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Credit Agreement, the Registered Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of 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 a 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 any other Guarantor Borrower or by reason of the bankruptcy or insolvency of such other Guarantorany Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance of by the Administrative Collateral Agent or any Lender upon this guaranty Guaranty or acceptance of this guarantyGuaranty. The 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 guarantyGuaranty. All dealings between any of the Borrower Borrowers and the Guarantors, on the one hand, and the Administrative Collateral Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyGuaranty. The Guarantors further agree to all rights of set-off as set forth in Section 8.04.

Obligations Unconditional. The obligations of the Guarantors each Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, or any other agreement or instrument referred to herein, 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 to the fullest extent permitted by applicable law that this guaranty may be enforced by the Lenders Administrative Agent without the necessity at any time of resorting to or exhausting any security or collateral Collateral and without the necessity at any time of having recourse to the Notes, this Agreement or any other Loan Document or any collateralCollateral, if any, hereafter securing the Guaranteed 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 Guarantor or any other Person (including a co-guarantor) or to require the Lenders Administrative Agent to pursue any other remedy or enforce any other right. Each Guarantor further agrees 66 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 Guaranteed Obligations) for amounts paid under this guaranty until such time as the Lenders Loan Obligations have been paid in full, all commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreement. Each Guarantor further agrees 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 other Loan Document or foreclosing its security interest in or Lien on any collateralCollateral, if any, securing the Guaranteed Loan Obligations or from exercising any other rights available to it under this Agreement, the Notes, 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 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 To the fullest extent permitted by applicable law, neither a 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 (i) by an impairment, modification, change, release or limitation of the liability of the Borrower or any other Guarantor or Guarantor, (ii) by reason of the bankruptcy or insolvency of the Borrower or such other GuarantorGuarantor 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 Guaranteed Loan Obligations and notice of or proof of reliance of by the Administrative Agent Agent, the Lenders or any Lender the Issuing Banks upon this guaranty or acceptance of this guaranty. The Guaranteed 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 guaranty. All dealings between the Borrower and the Guarantors, on the one hand, and the 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 guaranty.

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 this Agreementany of the Operative Agreements, or any other agreement or instrument referred to hereintherein, or any substitution, release or exchange of any other guarantee of or security for any of the Company Obligations, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety surety, guarantor or 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, this Agreement the Certificates or any other Loan Document of the Operative Agreements or any collateral, if any, hereafter securing the Guaranteed Company Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Financing Parties to proceed against any other Guarantor the 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 66 that it shall have no hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Lessee and the Construction Agent or any other Guarantor (or any other guarantor of the Guaranteed Obligations) 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 all other amounts owing under the Operative Agreements have been paid in full, all commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreement. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes, this Agreement or any other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement, the Notes, 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 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 a 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 any other Guarantor or by reason of the bankruptcy or insolvency of such other Guarantor. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon this guaranty or acceptance of this guaranty. The 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 guaranty. All dealings between the Borrower and the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.Without limiting the

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreementany of the Working Capital Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to hereintherein, 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 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 Notes, this Agreement Working Capital Revolving Notes or any other Loan Document of the Working Capital Credit Documents or any collateral, if any, hereafter securing the Guaranteed Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Working Capital Lenders to proceed against any other Guarantor 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor (or any other guarantor of the Guaranteed Obligations) Credit Party Obligations for amounts paid under this guaranty 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 this 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 this Agreementthe Working Capital Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent the Working Capital Lenders from suing on the Notes, this Agreement Working Capital Revolving Notes or any of the other Loan Document 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 Guaranteed 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 a 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 any other Guarantor the Borrower or by reason of the bankruptcy or insolvency of such other Guarantorthe Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Credit Party Obligations and notice of or proof of reliance of by the Administrative Agent or any Working Capital Lender upon this guaranty Guarantee or acceptance of this guarantyGuarantee. The Guaranteed 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 guarantyGuarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative 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 guarantyGuarantee.

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 this Agreementany of the Operative Agreements, or any other agreement or instrument referred to hereintherein, or any substitution, release or exchange of any other guarantee of or security for any of the Company Obligations, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety surety, guarantor or 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, this Agreement the Certificates or any other Loan Document of the Operative Agreements or any collateral, if any, hereafter securing the Guaranteed Company Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Financing Parties to proceed against any other Guarantor 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 66 that it shall have no hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (the Lessee or any other guarantor of the Guaranteed Obligations) 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 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 this Agreement have been terminated and no Person Guarantor hereby waives any rights to require the 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 this Agreementenforce any other right. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders Financing Parties from suing on the Notes, this any Operative Agreement or foreclosing any other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Company Obligations or from exercising any other rights available to it under this any Operative Agreement, the Notes, 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 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 a Guarantor's obligations ; provided that any amounts due under this guaranty nor any remedy Section 9.6 which are paid to or 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 benefit of any other Guarantor or Financing Party shall reduce the Company Obligations by reason of the bankruptcy or insolvency of such other Guarantora corresponding amount (unless required to be rescinded at a later date). Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Company Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender Financing Party upon this guaranty Section 9.6 or acceptance of this guarantySection 9.6. The Guaranteed 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 guarantySection 9.6. All dealings between the Borrower Lessee and the GuarantorsGuarantor, on the one hand, and the Administrative Agent and the LendersFinancing Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantySection 9.6.

Obligations Unconditional. The obligations of the Domestic Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreementany of the Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to hereintherein, 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 Domestic 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 Notes or any other Loan Document of the Credit Documents or any collateralCollateral, if any, hereafter securing the Guaranteed Credit Party Obligations or otherwise and each Domestic Guarantor hereby waives the right to require the Lenders to proceed against any other Guarantor 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 Domestic Guarantor further agrees 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (a Borrower or any other guarantor Domestic Guarantor of the Guaranteed Obligations) 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 Commitments under this 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 this Agreementthe Credit Documents. Each Domestic Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes, this Agreement Notes or any of the other Loan Document Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateralCollateral, if any, securing the Guaranteed 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 Domestic Guarantor's obligations hereunder; it being the purpose and intent of each Domestic Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither a any Domestic 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 any other Guarantor the Borrower or by reason of the bankruptcy or insolvency of such other Guarantorthe Borrower. Each Domestic Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Credit Party Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon this guaranty Guaranty or acceptance of this guarantyGuaranty. The Guaranteed 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 guarantyGuaranty. All dealings between the Borrower and any of the Domestic Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyGuaranty. The Domestic 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 this Agreement, or any other agreement or instrument referred to herein, 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 to the fullest extent permitted by applicable law that this guaranty may be enforced by the Lenders without the necessity at any time of resorting to or exhausting any security or collateral and without the necessity at any time of having recourse to the Notes, this Agreement or any other Loan Document or any collateral, if any, hereafter securing the 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 66 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 Guaranteed Obligations) for amounts paid under this guaranty until such time as the Lenders have been paid in full, all commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreement. Each Guarantor further agrees 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 other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement, the Notes, 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 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 To the fullest extent permitted by applicable law, neither a 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 (i) by an impairment, modification, change, release or limitation of the liability of the Borrower or any other Guarantor or Guarantor, (ii) by reason of the bankruptcy or insolvency of the Borrower or such other GuarantorGuarantor 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 Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon this guaranty or acceptance of this guaranty. The 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 guaranty. All dealings between the Borrower and the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.

Obligations Unconditional. The obligations of the Cross-Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreementany of the Loan Documents, or any other agreement or instrument referred to hereintherein, 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 Cross-Guarantor agrees that this guaranty Cross-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 Loan Document Documents or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise otherwise, and each Cross- Guarantor hereby waives the right to require the Lenders Lender to proceed against any the other Guarantor Cross-Guarantors, Indemnitor 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 Cross-Guarantor further agrees 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against any the other Guarantor (or any other guarantor Cross- Guarantors of the Guaranteed Obligations) Obligations for amounts paid under this guaranty Cross-Guaranty until such time as the Lenders have Lender has been paid in full, all commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders Lender in connection with monies received under this Agreementthe Loan Documents. Each Cross-Guarantor further agrees that nothing contained herein shall prevent the Lenders Lender from suing on the Notes, this Agreement Notes or any of the other Loan Document Documents or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it them under this Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of any Cross-Guarantor's obligations hereunder; it being the purpose and intent of each Cross-Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither a Guarantor's any of the Cross-Guarantors' obligations under this guaranty Cross- 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 any other Guarantor the Borrowers or by reason of the bankruptcy or insolvency of such other Guarantorany of the Borrowers. Each Cross-Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon this guaranty Cross-Guaranty or acceptance of this guarantyCross-Guaranty. The 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 guaranty. All dealings between the Borrower and the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.52

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 this Agreementany of the Operative Agreements or the Bond Documents, or any other agreement or instrument referred to hereintherein, or any substitution, release or exchange of any other guarantee of or security for any of the Company Obligations, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety surety, guarantor or 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, this Agreement or the Certificates, any other of the Operative Agreements, the Bond Loan Document Documents, the Bond Documents or any collateral, if any, hereafter securing the Guaranteed Company Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Financing Parties to proceed against any other Guarantor the 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 66 that it shall have no hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Lessee and the Construction Agent or any other Guarantor (or any other guarantor of the Guaranteed Obligations) 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 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 this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this AgreementN.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 Notesany Operative Agreement, this Agreement or any other Bond Loan Document or Bond Document or foreclosing its any security interest in or Lien on any collateral, if any, securing the Guaranteed Company Obligations or from exercising any other rights available to it under this any Operative Agreement, the Notes, Bond Loan Document or Bond 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 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 a 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 any other Guarantor the Construction Agent or the Lessee or by reason of the bankruptcy or insolvency of such other Guarantorthe Construction Agent or the Lessee. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Company Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender Financing Party upon this guaranty Section 6B or acceptance of this guaranty. Section 6B. The Guaranteed 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 guaranty. Section 6B. All dealings between the Borrower Construction Agent, the Lessee and any of the Guarantors, on the one hand, and the Administrative Agent and the LendersFinancing Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.Section 6B.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreementthe Credit Documents, or any other agreement or instrument referred to herein, 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 may be enforced by the Lenders each holder of a Note without the necessity at any time of resorting to or exhausting any security or collateral and without the necessity at any time of having recourse to the Notes, this Agreement (including, without limitation, under paragraph 8) or any other Loan Document Credit Documents or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders holder of any Note to proceed against any other Guarantor 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (Credit Party or any other guarantor of the Guaranteed Obligations) Obligations for amounts paid under this guaranty until such time as the Lenders holders of the Notes have been paid in full, all commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders holder of any Note in connection with monies received under this Agreement. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders holder of any Note from suing on the Notes, this Agreement or any other Loan Credit Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement, the Notes, 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 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 a 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 any other Guarantor a Credit Party or by reason of the bankruptcy or insolvency of such other Guarantora Credit Party. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent or holder of any Lender Note upon this guaranty or acceptance of this guaranty. The 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 guaranty. All dealings between the Borrower Company and any of the Guarantors, on the one hand, and the Administrative Agent and the Lendersholders of Notes, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.,

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, any of the Credit Documents or any other agreement or instrument referred to hereintherein, 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 Notes or any other Loan Document of the Credit Documents or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against any other Guarantor 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor (or any other guarantor of the Guaranteed Obligations) Obligations for amounts paid under this guaranty Guaranty until such time as the Lenders have been paid in full, all commitments Commitments under this the 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 this Agreementthe Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes, this Agreement Notes or any of the other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations Credit Documents or from exercising any other rights available to it under this Agreement, any of the Notes, or any other instrument of security, if anyCredit Documents, 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 a 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 any other Guarantor the Borrower or by reason of the bankruptcy or insolvency of such other Guarantorthe Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon this guaranty Guarantee or acceptance of this guarantyGuarantee. The 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 guarantyGuarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyGuarantee.

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 this Agreementany of the Operative Agreements, or any other agreement or instrument referred to hereintherein, or any substitution, release or exchange of any other guarantee of or security for any of the Company Obligations, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety surety, guarantor or 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 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, this Agreement the Certificates or any other Loan Document of the Operative Agreements or any collateral, if any, hereafter securing the Guaranteed Company Obligations or otherwise and each the Guarantor hereby waives the right to require the Lenders Financing Parties to proceed against any other Guarantor Construction Agent, any Lessee or any other Person (including without limitation a co-co- guarantor) or to require the Lenders Financing Parties to pursue any other remedy or enforce any other right. Each The Guarantor further agrees 66 that it shall have no hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (the applicable Lessee and the applicable Construction Agent or any other guarantor of the Guaranteed Obligations) 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 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 the Financing Parties to proceed against any Construction Agent, any 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 this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this AgreementN.C. Gen. Stat. Each 26-7 through 26-9. The Guarantor further agrees that nothing contained herein shall prevent the Lenders Financing Parties from suing on the Notes, this any Operative Agreement or foreclosing any other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Company Obligations or from exercising any other rights available to it under this any Operative Agreement, the Notes, 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 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 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 a the 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 any other Guarantor Construction Agent or any Lessee or by reason of the bankruptcy or insolvency of such other Guarantorany Construction Agent or any Lessee. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Company Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender Financing Party upon this guaranty Section 6B or acceptance of this guaranty. Section 6B. The Guaranteed 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 guaranty. Section 6B. All dealings between the Borrower any Construction Agent, any Lessee and the GuarantorsGuarantor, on the one hand, and the Administrative Agent and the LendersFinancing Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.Section 6B.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreementany of the Facility Documents, or any other agreement or instrument referred to hereintherein, 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 Notes any other Loan Document of the Facility Documents or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise otherwise, and each Guarantor hereby waives the right to require the Lenders to proceed against any other Guarantor the 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrowers or any other Guarantor (or any other guarantor of the Guaranteed Obligations) Obligations for amounts paid under this guaranty Guaranty until such time as the Lenders have been paid in full, all commitments Commitments under 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 this Agreementthe Facility Documents. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes, this Agreement Notes or any of the other Loan Document Facility Documents or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it them under this Agreement, the Notes, any other of the 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 a 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 any other Guarantor the Borrowers or by reason of the bankruptcy or insolvency of such other Guarantorany Borrowers. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance of by the Administrative any Agent or any Lender upon this guaranty Guarantee or acceptance of this guarantyGuarantee. The 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 guarantyGuarantee. All dealings between the Borrower Borrowers and any of the Guarantors, on the one hand, and the Administrative Agent Agents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyGuarantee.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, or any other agreement or instrument referred to herein, 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 security or collateral and without the necessity at any time of having recourse to the Notes, this Agreement or any other Loan Document or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against 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 any other Guarantor (or any other guarantor of the Guaranteed Obligations) for amounts paid under this guaranty until such time as the Lenders have been paid in full, all commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreement. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes, this Agreement or any other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement, the Notes, 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 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 a 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 any other Guarantor or by reason of the bankruptcy or insolvency of such other Guarantor. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon this guaranty or acceptance of this guaranty. The 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 guaranty. All dealings between the Borrower and the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.

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 this Agreementany of the Credit Documents, or Hedging Agreements between any Lender or Affiliate of a Lender and the applicable Borrower, or any other agreement or instrument referred to hereintherein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Credit Party Obligations or the Canadian Obligations, as the case may be, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, 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 security or collateral and without the necessity at any time of having recourse to the Notes, this Agreement or any other Loan Document or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each such Guarantor hereby waives the right to require the Lenders to proceed against 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 any other Guarantor (the applicable Borrower or any other guarantor applicable Guarantor of the Guaranteed Obligations) Canadian Obligations for amounts paid under this guaranty Section 12 until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements 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 Commitments under this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreement. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on Credit Documents or Hedging Agreements between the Notesapplicable Borrower and any Lender, this Agreement or any other Loan Document Affiliate of a Lender. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or foreclosing its security interest in more of the following shall not alter or Lien on impair the liability of any collateralGuarantor hereunder which shall remain absolute and unconditional as described above: (a) at any time or from time to time, if anywithout notice to any Guarantor, securing the Guaranteed time for any performance of or compliance with any of 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 Agreementof the acts mentioned in any of the provisions of any of the Credit Documents, any Hedging Agreement between the Notesapplicable 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 Credit Documents or such Hedging Agreements shall be done or omitted; (c) the maturity of any of the aforesaid rights and Credit Party Obligations or Canadian Obligations, as the completion of any foreclosure proceedings shall not constitute a discharge of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder case may be, shall be absoluteaccelerated, independent and unconditional 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 all circumstances. Neither any Lender, or any Affiliate of a Guarantor's obligations under this guaranty nor Lender, or any remedy for other agreement or instrument referred to in the enforcement thereof Credit Documents or such Hedging Agreements shall be impaired, modified, changed waived or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of any other Guarantor or by reason of the bankruptcy or insolvency of such other Guarantor. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual guarantee of any of the Guaranteed Credit Party Obligations and notice of or proof of reliance of by Canadian Obligations, as the Administrative 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 guaranty or acceptance Lenders as security for any of this guarantythe 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). The Guaranteed ObligationsWith 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 incurredany Hedging Agreement between the applicable Borrower and any Lender, or renewedany Affiliate of a Lender, extendedor any other agreement or instrument referred to in the Credit Documents or such Hedging Agreements, amended or waivedagainst any other Person under any other guarantee of, in reliance upon this guarantyor security for, any of the Credit Party Obligations or Canadian Obligations, as the case may be. All dealings between The rights of the Borrower Agents and the Guarantors, on the one hand, Lenders and the Administrative Agent and Affiliates of any of the Lenders, on 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 guarantyrespect 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 this Agreementany of the Credit Documents, or any other agreement or instrument referred to hereintherein, 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 Notes or any other Loan Document of the Credit Documents or any collateral, if any, hereafter securing the Guaranteed Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against any other Guarantor 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor (or any other guarantor of the Guaranteed Obligations) Credit Party Obligations for amounts paid under this guaranty Guaranty until such time as the Lenders have been paid in full, and all commitments Commitments under this 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 this Agreementterminated. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes, this Agreement Notes or any of the other Loan Document Credit Documents or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed 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 a 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 any other Guarantor the Borrower or by reason of the bankruptcy or insolvency of such other Guarantorthe Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Credit Party Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon this guaranty Guarantee or acceptance of this guarantyGuarantee. The Guaranteed 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 guarantyGuarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyGuarantee.

Obligations Unconditional. (a) The obligations of the Subsidiary Guarantors hereunder under Section 4.01(a) are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, any of the Loan Documents or any other agreement or instrument referred to hereintherein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any 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 4.02(a) that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Subsidiary Guarantor agrees that this guaranty may be enforced by such Subsidiary Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Lenders without the necessity at any time of resorting to or exhausting any security or collateral and without the necessity at any time of having recourse to the Notes, this Agreement Company or any other Subsidiary Guarantor for amounts paid under this Article IV until such time as the Obligations have been Fully Satisfied. (b) The obligations of the Company under Section 4.01(b) are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Document or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against any other Guarantor Documents or any other Person (including a co-guarantor) agreement or instrument referred to require the Lenders to pursue therein, or any substitution, release, impairment or exchange of any other remedy guarantee of or enforce security for any of the Designated Borrower Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other rightcircumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.02(b) that the obligations of the Company hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor further The Company agrees 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against the any other Guarantor (or any other guarantor of the Guaranteed Obligations) Designated Borrower for amounts paid under this guaranty Article IV until such time as the Lenders Designated Borrower Obligations have been paid in fullFully Satisfied. (c) Without limiting the generality of the foregoing subsections (a) and (b), all commitments under this Agreement have been terminated 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 no Person or Governmental Authority shall have unconditional as described above: (i) at any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreement. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes, this Agreement or any other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations time or from exercising time to time, without notice to any other rights available to it under this AgreementGuarantor, the Notestime for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (ii) any other instrument of security, if any, and the exercise acts mentioned in any of the provisions of any of the aforesaid rights and Loan Documents or any other agreement or instrument referred to in the completion of any foreclosure proceedings shall not constitute a discharge of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder Loan Documents shall be absolute, independent and unconditional under any and all circumstances. Neither a Guarantor's obligations under this guaranty nor any remedy for done or omitted; (iii) 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 any other Guarantor or by reason of the bankruptcy or insolvency of such other Guarantor. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other agreement or instrument referred to in the Loan Documents 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; or (iv) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and notice of or proof of reliance of by all notices whatsoever, and any requirement that the Administrative Agent or any Lender upon this guaranty exhaust any right, power or acceptance of this guaranty. The Guaranteed Obligations, and remedy or proceed against any Person under any of them, shall conclusively be deemed the Loan Documents or any other agreement or instrument referred to have been created, contracted in the Loan Documents or incurredagainst any other Person under any other guarantee of, or renewedsecurity for, extended, amended or waived, in reliance upon this guaranty. All dealings between any of the Borrower and the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyObligations.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of 110599275_6 this Agreement, or any other agreement or instrument referred to herein, 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 Secured Parties without the necessity at any time of resorting to or exhausting any security or collateral Collateral and without the necessity at any time of having recourse to the Notesthis Agreement, this any other Loan Document, any Cash Management Agreement or any other Loan Document Hedge Agreement or any collateral, if any, Collateral hereafter securing the Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Secured Parties to proceed against 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (or any other guarantor of the Guaranteed Obligations) for amounts paid under this guaranty until such time as the Lenders Obligations (other than (a) unasserted contingent obligations and (b) obligations and liabilities under Secured Cash Management Agreements, Secured Hedge Agreements, Secured Bilateral Letter of Credit 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 Commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreementterminated. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders Secured Parties from suing in any jurisdiction on the Notesthis Agreement, this any other Loan Document, any Cash Management Agreement or any other Loan Document Hedge Agreement or foreclosing its security interest in or Lien on any collateral, if any, Collateral securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement, the Notes, 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 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 a 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 (i) by an impairment, modification, change, release or limitation of the liability of any other Guarantor or Guarantor, (ii) by reason of the bankruptcy or insolvency of such any other Guarantor, (iii) by reason of the application 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 Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent Agent, any Issuing Lender or any Lender other Secured Party upon this guaranty or acceptance of this guaranty. The 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 guaranty. All dealings between the Parent Borrower and the Guarantors, on the one hand, and the 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 guaranty.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, any of the Credit Documents or any other agreement or instrument referred to hereintherein, 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 Notes or any other Loan Document of the Credit Documents or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against any other Guarantor 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 66 that it shall have no right (a) of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor (or any other guarantor of the Guaranteed Obligations) Obligations for amounts paid under this guaranty Guaranty or (b) to payment of Indebtedness owing by any other Credit Party to such Guarantor until such time as the Lenders Obligations have been paid in full, all commitments Commitments under this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreementthe Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes, this Agreement Notes or any of the other Loan Document Credit Documents or foreclosing its security interest in or Lien on any collateral, if any, securing the 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 ’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 a any Guarantor's ’s obligations under this guaranty Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of any other Guarantor the Borrower or by reason of the bankruptcy or insolvency of such other Guarantorthe Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon this guaranty Guarantee or acceptance of this guarantyGuarantee. The 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 guarantyGuarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyGuarantee. The 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 this Agreement, or any other agreement or instrument referred to herein, 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 Lender without the necessity at any time of resorting to or exhausting any security or collateral and without the necessity at any time of having recourse to the Notes, this Agreement or any other Loan Document or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Lender to proceed against 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (or any other guarantor of the Guaranteed Obligations) for amounts paid under this guaranty until such time as the Lenders have Lender has been paid in full, all commitments under this 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 this 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 other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement, the Notes, 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 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 a 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 (i) by an impairment, modification, change, release or limitation of the liability of any other Guarantor or Guarantor, (ii) by reason of the bankruptcy or insolvency of such other Guarantor, (iii) by reason of the application 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 Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon this guaranty or acceptance of this guaranty. The 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 guaranty. All dealings between the Borrower Borrowers and the Guarantors, on the one hand, and the Administrative Agent and the LendersLender, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, or any other agreement or instrument referred to herein, 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 security or collateral and without the necessity at any time of having recourse to the Notes, this Agreement or any other Loan Document or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against 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 any other Guarantor (or any other guarantor of the Guaranteed Obligations) for amounts paid under this guaranty until such time as the Lenders Obligations have been paid in full, all commitments Commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders or the Issuing Lenders in connection with monies received under this 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 other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement, the Notes, 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 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 a 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 (i) by an impairment, modification, change, release or limitation of the liability of any other Guarantor or Guarantor, (ii) by reason of the bankruptcy or insolvency of such other Guarantor, (iii) by reason of the application 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 Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent Agent, any Issuing Lender or any Lender upon this guaranty or acceptance of this guaranty. The 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 guaranty. All dealings between the Parent Borrower and the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.

Obligations Unconditional. The obligations of the Guarantors each Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, any of the Loan Papers or any other agreement or instrument referred to hereintherein, to the fullest extent permitted by Applicable applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Guarantor agrees that this guaranty 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, this Agreement or any other Loan Document Papers or any collateral, if any, hereafter securing the Guaranteed 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 any other Guarantor the 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Company or any other Guarantor (or any other guarantor of the Guaranteed Obligations) Obligation for amounts paid under this guaranty Guaranty until such time as the Lenders have Obligation has been indefeasibly paid in fullfull in cash, all commitments the Letter of Credit Commitment under 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 AgreementAgreement or the other 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, this Agreement or any other Loan Document Papers or foreclosing its or their, as applicable, security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations Obligation or from exercising any other rights available to it or them, as applicable, under this Agreement, Agreement or the Notesother Loan 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 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 a 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 release, increase or limitation of the liability of the Company or any other Guarantor or by reason of the bankruptcy or insolvency of such other the Company or any Guarantor. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations Obligation and notice of or proof of reliance of by the Administrative Agent or any Lender upon on this guaranty Guaranty or acceptance of this guarantyGuaranty. The Guaranteed 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 guarantyGuaranty. All dealings between the Borrower Company and the Guarantors, on the one hand, and the Administrative Agent 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 guarantyGuaranty. 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 hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreementany of the Supplemental Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to hereintherein, 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 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 Notes, this Agreement Term Loan Notes or any other Loan Document of the Supplemental Credit Documents or any collateral, if any, hereafter securing the Guaranteed Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Supplemental Credit Lenders to proceed against any other Guarantor 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor (or any other guarantor of the Guaranteed Obligations) Credit Party Obligations for amounts paid under this guaranty 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 this 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 this Agreementthe Supplemental Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent the Supplemental Credit Lenders from suing on the Notes, this Agreement Term Loan Notes or any of the other Loan Document Supplemental Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed 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 a 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 any other Guarantor the Borrower or by reason of the bankruptcy or insolvency of such other Guarantorthe Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Credit Party Obligations and notice of or proof of reliance of by the Administrative Agent or any Supplemental Credit Lender upon this guaranty Guarantee or acceptance of this guarantyGuarantee. The Guaranteed 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 guarantyGuarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative 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 guarantyGuarantee.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreementany of the Credit Documents or any agreements giving rise to Hedging Obligations on the part of any Credit Party, or any other agreement or instrument referred to hereintherein, 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 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 Notes or any other Loan Document of the Credit Documents or any collateral, if any, hereafter securing the Guaranteed Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against any other Guarantor 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor (or any other guarantor of the Guaranteed Obligations) Credit Party Obligations for amounts paid under this guaranty until such time as the Lenders (and any Affiliates of Lenders entering into any agreement with any Credit Party giving rise to Hedging Obligations of such Credit Party) have been paid in full, all commitments Commitments under this 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 this Agreementthe Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes, this Agreement Notes or any of the other Loan Document Credit Documents or any agreements giving rise to Hedging Obligations on the part of any Credit Party or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed 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 a 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 any other Guarantor or by reason of the bankruptcy or insolvency of such other Guarantor. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon this guaranty or acceptance of this guaranty. The 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 guaranty. All dealings between the Borrower and the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.,

Obligations Unconditional. The Tranche A Guarantors agree, to the extent permitted by law, that the obligations of the Tranche A Guarantors hereunder under this Section 8B are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreementany of the Operative Agreements, or any other agreement or instrument referred to hereintherein, or any substitution, release or exchange of any other guarantee of or security for any of the Tranche A 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 8B.2 that the obligations of the Tranche A Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees The Tranche A Guarantors agree that this guaranty Section 8B may be enforced by the Agent on behalf of the Tranche A 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 Tranche A Notes or any other Loan Document of the Operative Agreements or any collateral, if any, hereafter securing the Guaranteed Tranche A Obligations or otherwise and each Guarantor the Tranche A Guarantors hereby waives waive the right to require the Agent on behalf of the Tranche A Lenders to proceed against any other Guarantor or any other Person (including a without limitation any co-guarantor) or to require the Agent on behalf of the Tranche A Lenders to pursue any other remedy or enforce any other right. Each Tranche A Guarantor further agrees 66 that it shall have no not to exercise any right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (or any other guarantor of the Guaranteed Obligations) Person for amounts paid under this guaranty Section 8B until such time as the Lenders Tranche A Loans, accrued but unpaid interest thereon and all other amounts owing under the Operative Agreements have been paid in full. Without limiting the generality of the waiver provisions of this Section 8B, all commitments under this Agreement have been terminated and no the Tranche A Guarantors hereby waive any rights to require the Agent on behalf of the Tranche A Lenders to proceed against any Person or Governmental Authority shall have to require the Agent on behalf of the Tranche A Lenders 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 this AgreementN.C. Gen, Stat. Each Guarantor (S) 26-7 through 26-9. The Tranche A Guarantors further agrees agree that nothing contained herein in this Section 8B shall prevent the Agent on behalf of the Tranche A Lenders from suing on the Notes, this any Operative Agreement or foreclosing any other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Tranche A Obligations or from exercising any other rights available to it the Agent on behalf of the Tranche A Lenders under this any Operative Agreement, the Notes, 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 Guarantor's the Tranche A Guarantors' obligations hereunder; it being the purpose and intent of each Guarantor the Tranche A Guarantors that its their 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 Tranche A Lender shall reduce the Tranche A Obligations by a corresponding amount (unless required to be rescinded at a later date). Neither a Guarantor's To the extent permitted by law, neither the Tranche A Guarantors' 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 any other Guarantor firm or by reason of the bankruptcy or insolvency of such other Guarantorany Person. Each Guarantor waives The Tranche A Guarantors waive any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Tranche A Obligations and notice of or proof of reliance of by the Administrative Agent or any Tranche A Lender upon this guaranty Section 8B or acceptance of this guaranty. Section 8B. The Guaranteed Obligations, and any of them, Tranche A Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this guaranty. Section 8B. All dealings between any or all of the Borrower and the GuarantorsCredit Parties, on the one hand, and the Administrative Agent and or the Tranche A Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.Section 8B.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, or any other agreement or instrument referred to herein, 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 holders of Notes without the necessity at any time of resorting to or exhausting any security or collateral and without the necessity at any time of having recourse to the Notes, this Agreement or any other Loan Note Document or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders holders of Notes to proceed against any other Guarantor or any other Person (including a co-guarantor) or to require the Lenders holders of Notes 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 any other Guarantor (or any other guarantor of the Guaranteed Obligations) for amounts paid under this guaranty until such time as the Lenders holders of Notes have been paid in full, all commitments under this 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 holders of Notes in connection with monies received under this Agreement. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders holders of Notes from suing on the Notes, this Agreement or any other Loan Note Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement, the Notes, 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 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 a 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 (i) by an impairment, modification, change, release or limitation of the liability of any other Guarantor or Guarantor, (ii) by reason of the bankruptcy or insolvency of such other Guarantor, (iii) by reason of the application 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 Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent Required Holders or any Lender holder of Notes upon this guaranty or acceptance of this guaranty. The 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 guaranty. All dealings between the Borrower Company and the Guarantors, on the one hand, and the Administrative Agent Required Holders and the Lendersholders of Notes, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.

Obligations Unconditional. (a) The payment and performance of all Obligations shall constitute the absolute and unconditional obligations of the Guarantors hereunder are absolute Borrower, and unconditionalshall be independent of any defense or rights of set-off, irrespective of the value, genuineness, validity, regularity recoupment or enforceability of this Agreement, counterclaim which Borrower or any other agreement Person might otherwise have against Lender or instrument referred any other Person. All payments required (other than by Lender) by this Agreement and/or the other Loan Documents shall be made in Dollars (unless payment in a different currency is expressly provided otherwise in the applicable Loan Document) and paid free of any deductions or withholdings for any taxes or other amounts and without abatement, diminution or set-off. If Borrower is required by applicable law to hereinmake such a deduction or withholding from a payment under this Agreement or under any other Loan Document, Borrower shall pay to Lender such additional amount as is necessary to ensure that, after the making of such deduction or withholding, Lender receives (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made. Borrower shall (i) pay the full amount of any deduction or withholding, which it is required to make by law, to the fullest extent permitted relevant authority within the payment period set by Applicable Lawapplicable law, irrespective of and (ii) promptly after any other circumstance whatsoever which might otherwise constitute a legal such payment, deliver to Lender an original (or equitable discharge or defense of a surety or guarantor. Each Guarantor agrees that this guaranty may be enforced certified copy) official receipt issued by the Lenders without relevant authority in respect of the necessity amount withheld or deducted or, if the relevant authority does not issue such official receipts, such other evidence of payment of the amount withheld or deducted as is reasonably acceptable to Lender. (b) If, at any time of resorting and from time to time after the Closing Date (or exhausting any security or collateral and without the necessity at any time before or after the Closing Date with respect to (x) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all rules, regulations, guidelines or directives thereunder or issued in connection therewith, or (y) all rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case for purposes of this clause (y) pursuant to Basel III, regardless of the date enacted, adopted or issued), (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or application thereof, or (iii) compliance by Lender with any directive (whether or not having recourse the force of law) from any Governmental Authority, central bank or comparable agency (A) subjects Lender to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever with respect to any Loan Document, or changes the Notesbasis of taxation of payments to Lender of any amount payable thereunder (except for net income taxes, this Agreement or franchise taxes imposed in lieu of net income taxes, imposed generally by federal, state, local or other taxing authorities with respect to interest or fees payable hereunder or under any other Loan Document or changes in the rate of tax on the overall net income of Lender or its members), in either case, which was not applicable to Lender as of the Closing Date (or with respect to any collateralassignee of Lender or Participant, if any, hereafter securing as of the Guaranteed Obligations date of such assignee’s assignment or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against Participant’s purchase of its participation interest) or (B) imposes on Lender any other Guarantor condition 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 any other Guarantor (or any other guarantor of the Guaranteed Obligations) for amounts paid under this guaranty until such time as the Lenders have been paid in full, all commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders increased cost in connection with monies received under this Agreement. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes, this Agreement transactions contemplated thereby or any other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement, the Notes, or any other instrument of security, if anyparticipations therein, and the exercise result of any of the aforesaid rights foregoing is to increase the cost to Lender of making or continuing any Loan or Letter of Credit or to reduce any amount receivable hereunder or under any other Loan Documents, then, in any such case, Borrower shall promptly pay to Lender, after being notified to do so by Lender, any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as reasonably determined by Lender, which notice shall include a detailed calculation and explanation of the completion cause of any foreclosure proceedings such additional amounts. Each such notice of additional amounts payable pursuant to this Section 1.9(b) submitted by Lender to Borrower shall, absent demonstrable error, be final, conclusive and binding for all purposes. Borrower shall not constitute a discharge of be required to compensate Lender for any Guarantor's obligations hereunder; it being amount incurred more than 120 days prior to the purpose date that Lender demands compensation in accordance herewith. (c) This Section 1.9 shall remain operative and intent of each Guarantor that its obligations hereunder shall be absolute, independent in full force and unconditional under any and all circumstances. Neither a 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 effect regardless of the liability of any other Guarantor or by reason of the bankruptcy or insolvency of such other Guarantor. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent expiration or any Lender upon this guaranty or acceptance termination of this guaranty. The 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 guaranty. All dealings between the Borrower and the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyAgreement.

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 this Agreementany of the Operative Agreements, or any other agreement or instrument referred to hereintherein, or any substitution, release or exchange of any other guarantee of or security for any of the Company Obligations or Lessor Obligations, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety surety, guarantor or 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, this Agreement the Certificates or any other Loan Document of the Operative Agreements or any collateral, if any, hereafter securing the Guaranteed Company Obligations or otherwise and each the Guarantor hereby waives the right to require the Lenders any benefitted party to proceed against any other Guarantor the 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 66 that it shall have no hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against any other the Lessee and the Construction Agent, the Lessor or the Guarantor (or any other guarantor of the Guaranteed Obligations) 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 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 this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this AgreementN.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, this any Operative Agreement or foreclosing any other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Company Obligations or the Lessor Obligations or from exercising any other rights available to it under this any Operative Agreement, the Notes, 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 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 a 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 any other Guarantor the Construction Agent or the Lessee or by reason of the bankruptcy or insolvency of such other Guarantorthe Construction Agent or the Lessee. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Company Obligations or any of the Lessor Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender benefitted party upon this guaranty Section 6B or acceptance of this guaranty. Section 6B. The Guaranteed 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 guaranty. Section 6B. All dealings between the Borrower Construction Agent, the Lessee and the GuarantorsGuarantor, on the one hand, and the Administrative Agent and the Lendersbenefitted parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.Section 6B.

Obligations Unconditional. (a) The obligations of the Domestic Guarantors hereunder under Section 9.1 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreementany of the Credit Documents, or any other agreement or instrument referred to hereintherein, or any substitution, compromise, release, impairment or exchange of any other guarantee of or security for any of the Credit Party Obligations, and, to the fullest extent permitted by Applicable applicable Law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section that the obligations of the Domestic Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor of the Domestic Guarantors agrees that this guaranty may be enforced by the Lenders without the necessity at any time of resorting to or exhausting any security or collateral and without the necessity at any time of having recourse to the Notes, this Agreement or any other Loan Document or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each such Guarantor hereby waives the right to require the Lenders to proceed against 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 Borrowers or any other Guarantor (or any other guarantor of the Guaranteed Obligations) for amounts paid under this guaranty Section until such time as the Lenders Credit Party Obligations have been irrevocably paid in fullfull and the commitments relating thereto have expired or terminated. (b) The obligations of the Foreign Guarantors under Section 9.1 are joint and several, all commitments under this Agreement have been terminated absolute and no Person unconditional, irrespective of the value, genuineness, validity, regularity or Governmental Authority shall have enforceability of any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreement. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes, this Agreement or any other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement, the NotesCredit Documents, or any other agreement or instrument referred to therein, or any substitution, compromise, release, impairment or exchange of security, if any, and the exercise any other guarantee of or security for any of the aforesaid rights and Foreign Obligations, and, to the completion fullest extent permitted by applicable Law, irrespective of any foreclosure proceedings shall not other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of any Guarantor's obligations hereunder; a surety or guarantor, it being the purpose and intent of each Guarantor this Section that its the obligations of the Foreign Guarantors hereunder shall be absolute, independent absolute and unconditional under any and all circumstances. Neither a Guarantor's obligations Each of the Foreign Guarantors agrees that such Foreign Guarantor shall have no right of subrogation (or shall not exercise any right of subrogation to which it may be entitled), indemnity, reimbursement or contribution (or shall not exercise any right of indemnity or contribution to which it may be entitled) against the Foreign Borrowers or any other Foreign Guarantor for amounts paid under this guaranty nor Section until such time as the Foreign Obligations have been irrevocably paid in full and the commitments relating thereto have expired or terminated. (c) No Guarantor (i) will claim, rank, prove or vote as a creditor of any remedy for Credit Party or its estate in competition with any Secured Party (or any trustee or agent on its behalf) or (ii) except as expressly permitted under this Agreement, receive, claim or have the enforcement thereof benefit of any payment, distribution or security from or on account of any Credit Party, or exercise any right of set-off against any Credit Party; provided, that, any payment, distribution, receivable or claim permitted under this Agreement between any two German Guarantors may, in particular within the context of the cash pooling system operated by the German Guarantors and/ or with regard to any Enterprise Agreement, be set-off, netted or entered into a current account as between such German Guarantors. (d) 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 one or more of the 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 other Guarantor hereunder, which shall remain absolute and unconditional as described above: (i) at any time or by reason from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the bankruptcy Credit Party Obligations shall be extended, or insolvency of such other Guarantor. Each Guarantor waives any and all notice of performance or compliance shall be waived; (ii) the creation, renewal, extension or accrual maturity of any of the Guaranteed Credit Party Obligations and notice shall be accelerated, or any of the Credit Party Obligations shall be modified, supplemented or proof amended in any respect, or any right under any of reliance the Credit Documents or any other guarantee of by any of the Credit Party Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (iii) any Lien granted to, or in favor of, any Administrative Agent or any Lender upon this guaranty holder of the Credit Party Obligations as security for any of the Credit Party Obligations shall fail to attach or be perfected; or (iv) any of the Credit Party 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). (e) With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest, notice of acceptance of this guaranty. The Guaranteed Obligationsthe guaranty given hereby and of extensions of credit that may constitute obligations guaranteed hereby, notices of amendments, waivers, consents and supplements to the Credit Documents, or the compromise, release or exchange of Collateral or security, and all other notices whatsoever, and any requirement that the Administrative Agent, the Collateral Agent or any holder of themthe Credit Party Obligations exhaust any right, shall conclusively be deemed power or remedy or proceed against any Person under any of the Credit Documents or any other documents relating to have been created, contracted the Credit Party Obligations or incurredany other agreement or instrument referred to therein, or renewedagainst any other Person under any other guarantee of, extendedor security for, amended or waived, in reliance upon this guaranty. All dealings between any of the Borrower and the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyCredit Party Obligations.

Obligations Unconditional. (a) The obligations of the Guarantors hereunder under Section 4.01 are absolute joint and unconditionalseveral, absolute, unconditional and irrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreementany of the Loan Documents, Swap Contracts or Treasury Management Agreements, or any other agreement or instrument referred to hereintherein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any law or regulation or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Company or any other Guarantor for amounts paid under this Article IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. (b) The obligations of the Company under Section 4.01 are absolute, unconditional and irrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Designated Borrower 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 or guarantor, it being the intent of this Section 4.02 that the obligations of the Company hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor The Company agrees that this guaranty may be enforced by the Lenders without the necessity at any time of resorting to or exhausting any security or collateral and without the necessity at any time of having recourse to the Notes, this Agreement or any other Loan Document or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against 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 any other Guarantor (or any other guarantor of the Guaranteed Obligations) Designated Borrower for amounts paid under this guaranty Article IV until such time as the Lenders Designated Borrower Obligations have been paid in fullfull and the Commitments have expired or terminated. (c) Without limiting the generality of the foregoing, all commitments under this Agreement have been terminated 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 no Person unconditional as described above: (i) at any time or Governmental Authority from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall have be extended, or such performance or compliance shall be waived; (ii) any right to request of the acts mentioned in any return or reimbursement of funds from the Lenders in connection with monies received under this Agreement. Each Guarantor further agrees that nothing contained herein shall prevent provisions of any of the Lenders from suing on the NotesLoan Documents, this Agreement any Swap Contract between any Loan Party and any Swap Bank, or any other Treasury Management Agreement between any Loan Document or foreclosing its security interest in or Lien on Party and any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement, the NotesTreasury Management Bank, or any other agreement or instrument of securityreferred to in the Loan Documents, if any, and such Swap Contracts or such Treasury Management Agreements shall be done or omitted; (iii) the exercise maturity of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder Obligations shall be absoluteaccelerated, independent and unconditional or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents, any Swap Contract between any Loan Party and all circumstances. Neither a Guarantor's obligations under this guaranty nor any remedy for Swap Bank or any Treasury Management Agreement between any Loan Party and any Treasury Management Bank, or any other agreement or instrument referred to in the enforcement thereof Loan Documents, such Swap Contracts or such Treasury Management Agreements shall be impaired, modified, changed waived or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of any other Guarantor or by reason of the bankruptcy or insolvency of such other Guarantor. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual guarantee of any of the Guaranteed Obligations and notice of or proof of reliance of by 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 guaranty or acceptance of this guaranty. The Guaranteed Obligations, and Lenders as security for any of them, the Obligations shall conclusively fail to attach or be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this guaranty. All dealings between perfected; or (v) any of the Borrower and the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise Obligations shall be conclusively presumed determined to have been had be void or consummated in reliance upon this guarantyvoidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor).

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, or any other agreement or instrument referred to herein, 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 Secured Parties without the necessity at any time of resorting to or exhausting any security 93782947_8 or collateral Collateral and without the necessity at any time of having recourse to the Notesthis Agreement, this any other Loan Document, any Cash Management Agreement or any other Loan Document Hedge Agreement or any collateral, if any, Collateral hereafter securing the Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Secured Parties to proceed against 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (or any other guarantor of the Guaranteed Obligations) for amounts paid under this guaranty until such time as the Lenders Obligations (other than (a) unasserted contingent obligations and (b) obligations and liabilities under Secured Cash Management Agreements, Secured Hedge Agreements, Secured Bilateral Letter of Credit 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 Commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreementterminated. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders Secured Parties from suing in any jurisdiction on the Notesthis Agreement, this any other Loan Document, any Cash Management Agreement or any other Loan Document Hedge Agreement or foreclosing its security interest in or Lien on any collateral, if any, Collateral securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement, the Notes, 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 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 a 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 (i) by an impairment, modification, change, release or limitation of the liability of any other Guarantor or Guarantor, (ii) by reason of the bankruptcy or insolvency of such any other Guarantor, (iii) by reason of the application 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 Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent Agent, any Issuing Lender or any Lender other Secured Party upon this guaranty or acceptance of this guaranty. The 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 guaranty. All dealings between the Parent Borrower and the Guarantors, on the one hand, and the 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 guaranty.

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 this Agreementany of the Operative Agreements, or any other agreement or instrument referred to hereintherein, or any substitution, release or exchange of any other guarantee of or security for any of the Company Obligations, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety surety, guarantor or 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, this Agreement the Certificates or any other Loan Document of the Operative Agreements or any collateral, if any, hereafter securing the Guaranteed Company Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Financing Parties to proceed against any other Guarantor the 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 66 that it shall have no hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (or any other guarantor of the Guaranteed Obligations) Lessee and the Construction Agent for amounts paid under this guaranty Section 6B until such time as the Lenders Company Obligations have been paid in full. Without limiting the generality of the waiver provisions of this Section 6B, all commitments under this Agreement have been terminated and no Person Guarantor hereby waives any rights to require the 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 this Agreementenforce any other right. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders Financing Parties from suing on the Notes, this any Operative Agreement or foreclosing any other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Company Obligations or from exercising any other rights available to it them under this any Operative Agreement, the Notes, 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 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 a 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 any other Guarantor the Construction Agent or the Lessee or by reason of the bankruptcy or insolvency of such other Guarantorthe Construction Agent or the Lessee. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Company Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender Financing Party upon this guaranty Section 6B or acceptance of this guaranty. Section 6B. The Guaranteed 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 guaranty. Section 6B. All dealings between the Borrower Construction Agent, the Lessee and the GuarantorsGuarantor, on the one hand, and the Administrative Agent and the LendersFinancing Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.Section 6B.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreementany of the Credit Documents, or any other agreement or instrument referred to hereintherein, 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 Notes or any other Loan Document of the Credit Documents or any collateral, if any, hereafter securing the Guaranteed Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against any other Guarantor 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor (or any other guarantor of the Guaranteed Obligations) Credit Party Obligations for amounts paid under this guaranty Guaranty until such time as the Lenders have been paid in full, full and all commitments Commitments under this 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 this Agreementterminated. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes, this Agreement Notes or any of the other Loan Document Credit Documents or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed 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 such 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 a 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 any other Guarantor the Borrower or by reason of the bankruptcy or insolvency of such other Guarantorthe Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Credit Party Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon this guaranty Guaranty or acceptance of this guarantyGuaranty. The Guaranteed 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 guarantyGuaranty. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyGuaranty. 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 this Agreementany of the Operative Agreements, or any other agreement or instrument referred to hereintherein, or any substitution, release or exchange of any other guarantee of or security for any of the Company Obligations, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety surety, guarantor or 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, this Agreement Notes or any other Loan Document of the Operative Agreements or any collateral, if any, hereafter securing the Guaranteed Company Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Financing Parties to proceed against any other Guarantor 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 66 that it shall have no hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Lessee or any other Guarantor (or any other guarantor of the Guaranteed Obligations) 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 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 this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this AgreementN.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, this any Operative Agreement or foreclosing any other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Company Obligations or from exercising any other rights available to it under this any Operative Agreement, the Notes, 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 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 a 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 any other Guarantor the Lessee or by reason of the bankruptcy or insolvency of such other Guarantorthe Lessee. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Company Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender Financing Party upon this guaranty Section 6B or acceptance of this guaranty. Section 6B. The Guaranteed 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 guaranty. Section 6B. All dealings between the Borrower Lessee and any of the Guarantors, on the one hand, and the Administrative Agent and the LendersFinancing Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.Section 6B.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreementany of the Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to hereintherein, 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 Term Notes or any other Loan Document of the Credit Documents or any collateral, if any, hereafter securing the Guaranteed Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against any other Guarantor 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor (or any other guarantor of the Guaranteed Obligations) 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, full and all commitments Commitments under this 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 this Agreementterminated. Each Guarantor further agrees that nothing contained herein shall prevent the Administrative Agent or the Lenders from suing on the Notes, this Agreement Term Notes or any of the other Loan Document Credit Documents or any of the Hedging Agreements, or foreclosing its their security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations Credit Party Obligations, or from exercising any other rights available to it them under this Credit Agreement, the Term 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 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 a 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 any other Guarantor the Borrower or by reason of the bankruptcy or insolvency of such other Guarantorthe Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Credit Party Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon this guaranty Guaranty or acceptance of this guarantyGuaranty. The Guaranteed 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 guarantyGuaranty. All dealings between the Borrower and the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyGuaranty. The Guarantors further agree to all rights of set-off as set forth in Section 9.2 and agree that their obligations are secured pursuant to the Collateral Documents.

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 this Agreementany of the Operative Agreements, or any other agreement or instrument referred to hereintherein, or any substitution, release or exchange of any other guarantee of or security for any of the Company Obligations, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety surety, guarantor or 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, this Agreement the Certificates or any other Loan Document of the Operative Agreements or any collateral, if any, hereafter securing the Guaranteed Company Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Financing Parties to proceed against any other Guarantor the 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 66 that it shall have no hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Lessee and the Construction Agent or any other Guarantor (or any other guarantor of the Guaranteed Obligations) 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 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 this Agreement have been terminated and no Person each Guarantor hereby waives any rights to require the 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 this Agreementenforce any other right. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders Financing Parties from suing on the Notes, this any Operative Agreement or foreclosing any other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Company Obligations or from exercising any other rights available to it under this any Operative Agreement, the Notes, 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 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 a 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 any other Guarantor or by reason of the bankruptcy or insolvency of such other Guarantor. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon this guaranty or acceptance of this guaranty. The 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 guaranty. All dealings between the Borrower and the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.discharge

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, or any other agreement or instrument referred to herein, 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 Bank without the necessity at any time of resorting to or exhausting any security or collateral and without the necessity at any time of having recourse to the Notes, this Agreement or any other Loan Document or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Bank to proceed against 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (or any other guarantor of the Guaranteed Obligations) for amounts paid under this guaranty until such time as the Lenders have Bank has been paid in full, all commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders Bank in connection with monies received under this 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 other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement, the Notes, 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 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 a 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 (i) by an impairment, modification, change, release or limitation of the liability of any other Guarantor or Guarantor, (ii) by reason of the bankruptcy or insolvency of such other Guarantor, (iii) by reason of the application 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 Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender Bank upon this guaranty or acceptance of this guaranty. The 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 guaranty. All dealings between the Borrower Parent and the Guarantors, on the one hand, and the Administrative Agent and the LendersBank, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreementany of the Credit Documents, the insolvency of any Credit Party, or any other agreement or instrument referred to hereintherein, 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 Guarantors agree 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 Notes or any other Loan Document of the Credit Documents or any collateral, if any, hereafter securing the Guaranteed Credit Party Obligations or otherwise and each Guarantor Guarantors hereby waives waive the right to require the Lenders to proceed against any other Guarantor 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 66 agree that it they shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor (or any other guarantor of the Guaranteed Obligations) Credit Party Obligations for amounts paid under this guaranty Guaranty until such time as the Lenders have been paid in full, all commitments Total Commitments under this 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 this Agreementthe Credit Documents. Each Guarantor Guarantors further agrees agree that nothing contained herein shall prevent the Lenders from suing on the Notes, this Agreement Notes or any of the other Loan Document Credit Documents or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed 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 Guarantor's of 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 a Guarantor's Guarantors' 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 any other Guarantor the Borrower or by reason of the bankruptcy or insolvency of such other Guarantorthe Borrower. Each Guarantor waives Guarantors waive any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Credit Party Obligations and notice of or proof of or reliance of by the Administrative Agent or any Lender upon this guaranty Guaranty or acceptance of this guarantyGuaranty. The Guaranteed 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 guarantyGuaranty. All dealings between the Borrower and the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyGuaranty.

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 this Agreementany of the Operative Agreements, or any other agreement or instrument referred to hereintherein, or any substitution, release or exchange of any other guarantee of or security for any of the Company Obligations, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety surety, guarantor or 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, this Agreement the Certificates or any other Loan Document of the Operative Agreements or any collateral, if any, hereafter securing the Guaranteed Company Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Financing Parties to proceed against any other Guarantor the 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 66 that it shall have no hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Lessee and the Construction Agent or any other Guarantor (or any other guarantor of the Guaranteed Obligations) 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 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 this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this AgreementN.C. Gen. Stat. ss.ss. 26-7 through 26-9. Each Guarantor further agrees that nothing contained ▇▇▇▇ained herein shall prevent the Lenders Financing Parties from suing on the Notes, this any Operative Agreement or foreclosing any other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Company Obligations or from exercising any other rights available to it under this any Operative Agreement, the Notes, 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 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 a 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 any other Guarantor the Construction Agent or the Lessee or by reason of the bankruptcy or insolvency of such other Guarantorthe Construction Agent or the Lessee. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Company Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender Financing Party upon this guaranty Section 6B or acceptance of this guaranty. Section 6B. The Guaranteed 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 guaranty. Section 6B. All dealings between the Borrower Construction Agent, the Lessee and any of the Guarantors, on the one hand, and the Administrative Agent and the LendersFinancing Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.Section 6B.

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 this Agreementany of the Credit Documents, Hedging Agreements between any Lender or Affiliate of a Lender and the applicable Borrower, or any other agreement or instrument referred to hereintherein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Credit Party Obligations or the Canadian Obligations, as the case may be, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, 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 security or collateral and without the necessity at any time of having recourse to the Notes, this Agreement or any other Loan Document or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each such Guarantor hereby waives the right to require the Lenders to proceed against 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 any other Guarantor (the applicable Borrower or any other guarantor applicable Guarantor of the Guaranteed Obligations) Canadian Obligations for amounts paid under this guaranty Article XII until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements 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 Commitments under this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreement. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on Credit Documents or Hedging Agreements between the Notesapplicable Borrower and 102 any Lender, this Agreement or any other Loan Document Affiliate of a Lender. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or foreclosing its security interest in more of the following shall not alter or Lien on impair the liability of any collateralGuarantor hereunder which shall remain absolute and unconditional as described above: (a) at any time or from time to time, if anywithout notice to any Guarantor, securing the Guaranteed time for any performance of or compliance with any of 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 Agreementof the acts mentioned in any of the provisions of any of the Credit Documents, any Hedging Agreement between the Notesapplicable 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 Credit Documents or such Hedging Agreements shall be done or omitted; (c) the maturity of any of the aforesaid rights and Credit Party Obligations or Canadian Obligations, as the completion of any foreclosure proceedings shall not constitute a discharge of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder case may be, shall be absoluteaccelerated, independent and unconditional 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 all circumstances. Neither any Lender, or any Affiliate of a Guarantor's obligations under this guaranty nor Lender, or any remedy for other agreement or instrument referred to in the enforcement thereof Credit Documents or such Hedging Agreements shall be impaired, modified, changed waived or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of any other Guarantor or by reason of the bankruptcy or insolvency of such other Guarantor. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual guarantee of any of the Guaranteed Credit Party Obligations and notice of or proof of reliance of by Canadian Obligations, as the Administrative 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 guaranty or acceptance Lenders as security for any of this guarantythe 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). The Guaranteed ObligationsWith 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 incurredany Hedging Agreement between the applicable Borrower and any Lender, or renewedany Affiliate of a Lender, extendedor any other agreement or instrument referred to in the Credit Documents or such Hedging Agreements, amended or waivedagainst any other Person under any other guarantee of, in reliance upon this guarantyor security for, any of the Credit Party Obligations or Canadian Obligations, as the case may be. All dealings between The rights of the Borrower and Agents, the Guarantors, on the one hand, and the Administrative Collateral Agent 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 guarantyrespect of any of the Credit Party Obligations or Canadian Obligations.

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 this Agreementany of the Operative Agreements, or any other agreement or instrument referred to hereintherein, or any substitution, release or exchange of any other guarantee of or security for any of the Company Obligations, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety surety, guarantor or 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, this Agreement the Certificates or any other Loan Document of the Operative Agreements or any collateral, if any, hereafter securing the Guaranteed Company Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Financing Parties to proceed against any other Guarantor the 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 66 that it shall have no hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Lessee and the Construction Agent or any other Guarantor (or any other guarantor of the Guaranteed Obligations) 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 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 this Agreement have been terminated and no Person each Guarantor hereby waives any rights to require the 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 this Agreementenforce any other right. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders Financing Parties from suing on the Notes, this any Operative Agreement or foreclosing any other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Company Obligations or from exercising any other rights available to it under this any Operative Agreement, the Notes, 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 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 a 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 any other Guarantor the Construction Agent or the Lessee or by reason of the bankruptcy or insolvency of such other Guarantorthe Construction Agent or the Lessee. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Company Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender Financing Party upon this guaranty Section 6B or acceptance of this guarantySection 6B. Each Guarantor also expressly waives any and all benefits under the California Civil Code Sections 2787 to 2855, inclusive. The Guaranteed 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 guaranty. Section 6B. All dealings between the Borrower Construction Agent, the Lessee and any of the Guarantorsguarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.one

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 this Agreementany of the Operative Agreements, or any other agreement or instrument referred to hereintherein, or any substitution, release or exchange of any other guarantee of or security for any of the Company Obligations, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety surety, guarantor or 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, this Agreement the Certificates or any other Loan Document of the Operative Agreements or any collateral, if any, hereafter securing the Guaranteed Company Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Financing Parties to proceed against any other Guarantor 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 66 that it shall have no hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Lessee or any other Guarantor (or any other guarantor of the Guaranteed Obligations) 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 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 this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this AgreementN.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, this any Operative Agreement or foreclosing any other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Company Obligations or from exercising any other rights available to it under this any Operative Agreement, the Notes, 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 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 a 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 any other Guarantor the Lessee or by reason of the bankruptcy or insolvency of such other Guarantorthe Lessee. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Company Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender Financing Party upon this guaranty Section 6B or acceptance of this guaranty. Section 6B. The Guaranteed 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 guaranty. Section 6B. All dealings between the Borrower Lessee and any of the Guarantors, on the one hand, and the Administrative Agent and the LendersFinancing Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.Section 6B.

Obligations Unconditional. (a) The obligations of the Domestic Guarantors under Section 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Swap Contracts, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever 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 such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrowers or any other Guarantor for amounts paid under this Article IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. (b) The obligations of the Foreign Guarantors under Section 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the 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 a surety or guarantor, it being the intent of this Section 4.02 that the obligations of the Foreign Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each of the Foreign Guarantors agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Foreign Borrower or any other Guarantor for amounts paid under this Article IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. (c) The obligations of BioReliance under Section 4.01 are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreementany of the Credit Documents, or any other agreement or instrument referred to hereintherein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Foreign Obligations, and, to the fullest extent permitted by Applicable applicable Law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.02 that the obligations of BioReliance hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor BioReliance agrees that this guaranty may be enforced by the Lenders without the necessity at any time of resorting to or exhausting any security or collateral and without the necessity at any time of having recourse to the Notes, this Agreement or any other Loan Document or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against 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 Foreign Borrower or any other Guarantor (or any other guarantor of the Guaranteed Obligations) for amounts paid under this guaranty Article IV until such time as the Lenders Obligations have been paid in fullfull and the Commitments have expired or terminated. (d) Without limiting the generality of the foregoing subsections (a), all commitments under this Agreement have been terminated (b) and no Person (c), it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or Governmental Authority more of the following shall have not alter or impair the liability of any right Guarantor hereunder, which shall remain absolute and unconditional as described above: (i) at any time or from time to request time, without notice to any return Guarantor, the time for any performance of or reimbursement compliance with any of funds from the Lenders Obligations shall be extended, or such performance or compliance shall be waived; (ii) any of the acts mentioned in connection with monies received under this Agreement. Each Guarantor further agrees that nothing contained herein shall prevent any of the Lenders from suing on provisions of any of the NotesCredit Documents, this Agreement any Swap Contract between any Credit Party and any Lender, or any other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement, the NotesAffiliate of a Lender, or any other agreement or instrument of security, if any, and referred to in the exercise Credit Documents or such Swap Contracts shall be done or omitted; (iii) the maturity of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder Obligations shall be absoluteaccelerated, independent and unconditional or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Credit Documents, any Swap Contract between any Credit Party and all circumstances. Neither any Lender, or any Affiliate of a Guarantor's obligations under this guaranty nor Lender, or any remedy for other agreement or instrument referred to in the enforcement thereof Credit Documents or such Swap Contracts shall be impaired, modified, changed waived or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of any other Guarantor or by reason of the bankruptcy or insolvency of such other Guarantor. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual guarantee of any of the Guaranteed Obligations and notice of or proof of reliance of by 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 Agent, the Security Trustee or any Lender upon this guaranty or acceptance Lenders as security for any of this guaranty. The Guaranteed Obligationsthe 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). (e) With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices (other than as otherwise expressly required pursuant to the Credit Documents) whatsoever, and any requirement that the Administrative Agent, the Security Trustee 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 incurredany Swap Contract between any Credit Party and any Lender, or renewedany Affiliate of a Lender, extendedor any other agreement or instrument referred to in the Credit Documents or such Swap Contracts, amended or waivedagainst any other Person under any other guarantee of, in reliance upon this guaranty. All dealings between or security for, any of the Borrower and the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyObligations.

Obligations Unconditional. The obligations of the ------------------------- Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreementany of the Loan Documents, or any other agreement or instrument referred to hereintherein, 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 Registered Notes or any other of the Loan Document Documents or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against any other Guarantor 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (Borrower or any other guarantor Guarantor of the Guaranteed Obligations) Obligations for amounts paid under this guaranty Guaranty until such time as the Lenders have been paid in full, all commitments Commitments under this 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 this Agreementthe Loan Documents. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders any Lender from suing on the Notes, this Agreement any Registered Notes or any of the other Loan Document Documents or the Collateral Agent from foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Credit Agreement, the Registered Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of 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 a 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 any other Guarantor Borrower or by reason of the bankruptcy or insolvency of such other Guarantorany Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance of by the Administrative Collateral Agent or any Lender upon this guaranty Guaranty or acceptance of this guarantyGuaranty. The 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 guarantyGuaranty. All dealings between any of the Borrower Borrowers and the Guarantors, on the one hand, and the Administrative Collateral Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyGuaranty. The Guarantors further agree to all rights of set-off as set forth in Section 8.04.

Obligations Unconditional. The obligations of the Guarantors hereunder under Section 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreementany of the Loan Documents, Swap Contracts or Cash Management Agreements, or any other agreement or instrument referred to hereintherein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Secured Obligations, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any law or regulation or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that this guaranty may be enforced by the Lenders without the necessity at any time of resorting to or exhausting any security or collateral and without the necessity at any time of having recourse to the Notes, this Agreement or any other Loan Document or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each such Guarantor hereby waives the right to require the Lenders to proceed against 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 Borrower or any other Guarantor (or any other guarantor of the Guaranteed Obligations) for amounts paid under this guaranty Article IV until such time as the Lenders Secured Obligations (other than contingent indemnification obligations that survive the termination of this Agreement and obligations arising under Cash Management Agreements that survive the termination of this Agreement) have been paid in full, all commitments under this Agreement full and the Commitments have been expired or terminated and no Person the Facility Termination Date has occurred. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or Governmental Authority more of the following shall have not alter or impair the liability of any right Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to request time, without notice to any return Guarantor, the time for any performance of or reimbursement compliance with any of funds from the Lenders Secured Obligations shall be extended, or such performance or compliance shall be waived; WEST\258439317.6 319678-00008973 (b) any of the acts mentioned in connection with monies received under this Agreement. Each Guarantor further agrees that nothing contained herein shall prevent any of the Lenders from suing on provisions of any of the NotesLoan Documents, this Agreement any Swap Contract between any Loan Party and any Hedge Bank, or any other Cash Management Agreement between any Loan Document or foreclosing its security interest in or Lien on Party and any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement, the NotesCash Management Bank, or any other agreement or instrument of securityreferred to in the Loan Documents, if any, and such Swap Contracts or such Cash Management Agreements shall be done or omitted; (c) the exercise maturity of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder Secured Obligations shall be absoluteaccelerated, independent and unconditional or any of the Secured Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents, any Swap Contract between any Loan Party and all circumstances. Neither a Guarantor's obligations under this guaranty nor any remedy for Hedge Bank or any Cash Management Agreement between any Loan Party and any Cash Management Bank, or any other agreement or instrument referred to in the enforcement thereof Loan Documents, such Swap Contracts or such Cash Management Agreements shall be impaired, modified, changed waived or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of any other Guarantor or by reason of the bankruptcy or insolvency of such other Guarantor. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual guarantee of any of the Guaranteed Secured Obligations and notice of or proof of reliance of by the any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with; (d) any Lien granted to, or in favor of, Administrative Agent or any Lender upon this guaranty or acceptance of this guaranty. The Guaranteed Obligations, and Lenders as security for any of themthe Secured Obligations shall fail to attach or be perfected; or (e) any of the Secured Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall conclusively be deemed subordinated to have been createdthe claims of any Person (including, contracted or incurredwithout limitation, or renewed, extended, amended or waived, in reliance upon this guarantyany creditor of any Guarantor). All dealings between the Borrower and the Guarantors, on the one hand, and the Each Guarantor authorizes Administrative Agent and the other Secured Parties, without notice and without affecting such Guarantor’s liability under this Guaranty, from time to time, to (a) renew, compromise, extend, accelerate, release, subordinate, waive, amend and restate, or otherwise amend or change, the interest rate, time or place for payment or any other terms of all or any part of the Secured Obligations; (b) accept delinquent or partial payments on the Secured Obligations; (c) take or not take security or other credit support for this Guaranty or for all or any part of the Secured Obligations, and exchange, enforce, waive, release, subordinate, fail to enforce or perfect, sell, or otherwise dispose of any such security or credit support; (d) apply proceeds of any such security or credit support and direct the order or manner of its sale or enforcement as Administrative Agent and the Required Lenders, at their sole discretion, may determine; and (e) release or substitute Borrower or any guarantor or other person or entity liable on the Secured Obligations. Each Guarantor warrants having established with Borrower adequate means of obtaining, on an ongoing basis, such information as such Guarantor may require concerning all matters bearing on the risk of nonpayment or nonperformance of the Secured Obligations. Each Guarantor assumes sole, continuing responsibility for obtaining such information from sources other handthan from Secured Parties. No Secured Party has any duty to provide any information to any Guarantor. With respect to its obligations hereunder, likewise shall be conclusively presumed each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever (including notices of dishonor, notices of acceptance of this Guaranty and of the existence or creation of new or additional Secured Obligations), and any requirement that Administrative Agent or any Lender WEST\258439317.6 319678-00008974 exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents, any Swap Contract between any Loan Party and any Hedge Bank or any Cash Management Agreement between any Loan Party and any Cash Management Bank, or any other agreement or instrument referred to have been had in the Loan Documents, such Swap Contracts or consummated in reliance upon this guarantysuch Cash Management Agreements, or against any other Person under any other guarantee of, or security for, any of the Secured Obligations.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, or any other agreement or instrument referred to herein, 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 Bank without the necessity at any time of resorting to or exhausting any security or collateral and without the necessity at any time of having recourse to the Notes, this Agreement or any other Loan Document or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Bank to proceed against 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (or any other guarantor of the Guaranteed Obligations) for amounts paid under this guaranty until such time as the Lenders have Bank has been paid in full, all commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders Bank in connection with monies received under this 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 other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement, the Notes, 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 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 a 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 (i) by an impairment, modification, change, release or limitation of the liability of any other Guarantor or Guarantor, (ii) by reason of the bankruptcy or insolvency of such other Guarantor, (iii) by reason of the application 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 Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender Bank upon this guaranty or acceptance of this guaranty. The 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 guaranty. All dealings between the Borrower and the Guarantors, on the one hand, and the Administrative Agent and the LendersBank, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreementany of the Credit Documents, or any other agreement or instrument referred to hereintherein, 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 Revolving Note or any other Loan Document of the Credit Documents or any collateral, if any, hereafter securing the Guaranteed Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Lender to proceed against any other Guarantor the Borrower 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor (or any other guarantor of the Guaranteed Obligations) Credit Party Obligations for amounts paid under this guaranty Guaranty until such time as the Lenders have Lender has been paid in full, all commitments and the Commitment under this 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 Lenders in connection with monies received under this Agreementterminated. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders Lender from suing on the Notes, this Agreement Revolving Note or any of the other Loan Document Credit Documents or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Credit Party Obligations or from exercising any other rights available to it under this Credit Agreement, the NotesRevolving Note, 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 a 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 any other Guarantor the Borrower or by reason of the bankruptcy or insolvency of such other Guarantorthe Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Credit Party Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon this guaranty Guaranty or acceptance of this guarantyGuaranty. The Guaranteed 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 guarantyGuaranty. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the LendersLender, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyGuaranty.

Obligations Unconditional. The obligations of the Guarantors Deltic hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, any of the Credit Documents or any other agreement or instrument referred to hereintherein, 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 Deltic agrees that this guaranty Guaranty may be enforced by the Lenders without the necessity at any time of resorting to or exhausting any security or collateral and without the necessity at any time of having recourse to the Notes, this Agreement Del-Tin Notes or any other Loan Document or any collateral, if any, hereafter securing of the Guaranteed Obligations Credit Documents to which Del-Tin is a party or otherwise and each Guarantor Deltic hereby waives the right to require the Lenders to proceed against any other Guarantor Del-Tin 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 Deltic further agrees 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (Del-Tin or any other guarantor of the Guaranteed Obligations) Del-Tin Credit Party Obligations for amounts paid under this guaranty Guaranty until such time as the Lenders have been paid in full, all commitments Commitments under this 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 this Agreementthe Credit Documents. Each Guarantor Deltic further agrees that nothing contained herein shall prevent the Lenders from suing Deltic on the Notes, this Agreement Del-Tin Notes or any of the other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations Credit Documents to which Del-Tin is a party or from exercising any other rights available to it under this Credit Agreement, the Del-Tin 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 Guarantorof any Deltic's obligations hereunder; it being the purpose and intent of each Guarantor Deltic that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither a GuarantorDeltic'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 any other Guarantor Del-Tin or by reason of the bankruptcy or insolvency of such other GuarantorDel- Tin. Each Guarantor Deltic waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Del-Tin Credit Party Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon this guaranty Guaranty or acceptance of this guarantyGuaranty. The Guaranteed Del-Tin 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 guarantyGuaranty. All dealings between the Borrower Del-Tin and the GuarantorsDeltic, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyGuaranty.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreementany of the Guaranteed Obligations or any of the Loan Documents, or any other agreement or instrument referred to hereintherein, 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 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, this Agreement or any other of the Loan Document Documents or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise otherwise, and each Guarantor hereby waives the right to require the Lenders to proceed against any other Guarantor 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against Borrower or any other Guarantor (or any other guarantor of the Guaranteed Obligations) Obligations for amounts paid under this guaranty Guaranty until such time as the Lenders have been paid in full, all commitments Commitments under 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 this Agreementthe Loan Documents. Each Guarantor further agrees that nothing contained herein shall prevent Agent or the Lenders from suing on the Notes, this Agreement Notes or any of the other Loan Document Documents or foreclosing its their security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it them under this Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any 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 a any Guarantor's ’s obligations under this guaranty Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of any other Guarantor Borrower or by reason of the bankruptcy or insolvency of such other GuarantorBorrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance of by the Administrative by, Agent or any Lender upon this guaranty Guaranty or acceptance of this guarantyGuaranty. The 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 guarantyGuaranty. All dealings between the Borrower Borrowers and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyGuaranty.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreementany of the Guaranteed Obligations or any of the Loan Documents, or any other agreement or instrument referred to hereintherein, 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 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, this Agreement or any other of the Loan Document Documents or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise otherwise, and each Guarantor hereby waives the right to require the Lenders to proceed against any other Guarantor 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against Borrower or any other Guarantor (or any other guarantor of the Guaranteed Obligations) Obligations for amounts paid under this guaranty Guaranty until such time as the Lenders have been paid in full, all commitments Commitments under 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 this Agreementthe Loan Documents. Each Guarantor further agrees that nothing contained herein shall prevent Agent or the Lenders from suing on the Notes, this Agreement Notes or any of the other Loan Document Documents or foreclosing its their security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it them under this Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any 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 a 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 any other Guarantor Borrower or by reason of the bankruptcy or insolvency of such other GuarantorBorrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance of by the Administrative by, Agent or any Lender upon this guaranty Guaranty or acceptance of this guarantyGuaranty. The 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 guarantyGuaranty. All dealings between the Borrower Borrowers and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyGuaranty.

Obligations Unconditional. The obligations of the Cross-Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreementany of the Loan Documents, or any other agreement or instrument referred to hereintherein, 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 Cross-Guarantor agrees that this guaranty Cross-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 Loan Document Documents or any collateral, if any, hereafter securing the Guaranteed Obligations Obli gations or otherwise otherwise, and each Cross-Guarantor hereby waives the right to require the Lenders Lender to proceed against any the other Guarantor Cross-Guarantors, Indemnitor 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 Cross-Guarantor further agrees 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against any the other Guarantor (or any other guarantor Cross-Guarantors of the Guaranteed Obligations) Obligations for amounts paid under this guaranty Cross-Guaranty until such time as the Lenders have Lender has been paid in full, all commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders Lender in connection with monies received under this Agreementthe Loan Documents. Each Cross-Guarantor further agrees that nothing contained herein shall prevent the Lenders Lender from suing on the Notes, this Agreement Notes or any of the other Loan Document Documents or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any a ny other rights available to it them under this Agreement, the Notes, any other of the Loan Documents, or any other instrument of security, if any, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any of any Cross-Guarantor's ’s obligations hereunder; it being the purpose and intent of each Cross-Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither a Guarantor's any of the Cross-Guarantors’ obligations under this guaranty Cross-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 any other Guarantor the Borrowers or by reason of the bankruptcy or insolvency of such other Guarantorany of the Borrowers. Each Cross-Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon this guaranty Cross-Guaranty or acceptance of this guarantyCross-Guaranty. The 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 guarantyCross-Guaranty. All dealings between the Borrower Borrowers and the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise Lender shall be conclusively presumed to have been had or consummated in reliance upon this guarantyCross-Guaranty. Notwithstanding anything to the contrary herein, the Cross-Guarantors shall have the right to assert any valid defenses of the Borrowers to any claim by the Lender for payment under the Cross-Guaranty.

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 this Agreementany of the Operative Agreements, or any other agreement or instrument referred to hereintherein, or any substitution, release or exchange of any other guarantee of or security for any of the Company Obligations, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety surety, guarantor or 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, this Agreement the Certificates or any other Loan Document of the Operative Agreements or any collateral, if any, hereafter securing the Guaranteed Company Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Financing Parties to proceed against any other Guarantor the 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 66 that it shall have no hereby subordinates any and all right of subrogation, indemnity, reimbursement or contribution against the Lessee and the Construction Agent or any other Guarantor (or any other guarantor of the Guaranteed Obligations) 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 all other amounts owing under the Operative Agreements have been paid in full, all commitments under this Agreement and each Guarantor further agrees not to assert any such right until the Financing Parties have been terminated paid in full with respect to all amounts owed under or pursuant to the Operative Agreements. 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 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 all rights under this AgreementN.C. Gen. Stat. ss. 26-7 through 26-9. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders Financing Parties from suing on the Notes, this any Operative Agreement or foreclosing any other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Company Obligations or from exercising any other rights available to it under this any Operative Agreement, the Notes, 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 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 a 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 any other Guarantor the Construction Agent or the Lessee or by reason of the bankruptcy or insolvency of such the Construction Agent or the Lessee or any other GuarantorCredit Party. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Company Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender Financing Party upon this guaranty Section 6B or acceptance of this guaranty. Section 6B. The Guaranteed 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 guaranty. Section 6B. All dealings between the Borrower Construction Agent, the Lessee and any of the Guarantors, on the one hand, and the Administrative Agent and the LendersFinancing Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.Section 6B.

Obligations Unconditional. (a) The obligations of the Domestic Guarantors under Section 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Swap Contracts, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever 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 such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrowers or any other Guarantor for amounts paid under this Article IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. (b) The obligations of the Foreign Guarantors under Section 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the 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 a surety or guarantor, it being the intent of this Section 4.02 that the obligations of the Foreign Guarantors hereunder shall be absolute and unconditional under any and all circumstances. 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 other Guarantor for amounts paid under this Article IV until such time as the Obligations have been paid in full and the Commitments have expired or terminated. (c) The obligations of the Domestic Borrower under Section 4.01 are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreementany of the Credit Documents, or any other agreement or instrument referred to hereintherein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Foreign Obligations, and, to the fullest extent permitted by Applicable applicable Law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.02 that the obligations of the Domestic Borrower hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor The Domestic Borrower agrees that this guaranty may be enforced by the Lenders without the necessity at any time of resorting to or exhausting any security or collateral and without the necessity at any time of having recourse to the Notes, this Agreement or any other Loan Document or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against 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 Foreign Borrowers or any other Guarantor (or any other guarantor of the Guaranteed Obligations) for amounts paid under this guaranty Article IV until such time as the Lenders Obligations have been paid in fullfull and the Commitments have expired or terminated. (d) Without limiting the generality of the foregoing subsections (a), all commitments under this Agreement have been terminated (b) and no Person (c), it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or Governmental Authority more of the following shall have not alter or impair the liability of any right Guarantor hereunder, which shall remain absolute and unconditional as described above: (i) at any time or from time to request time, without notice to any return Guarantor, the time for any performance of or reimbursement compliance with any of funds from the Lenders Obligations shall be extended, or such performance or compliance shall be waived; (ii) any of the acts mentioned in connection with monies received under this Agreement. Each Guarantor further agrees that nothing contained herein shall prevent any of the Lenders from suing on provisions of any of the NotesCredit Documents, this Agreement any Swap Contract between any Credit Party and any Lender, or any other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement, the NotesAffiliate of a Lender, or any other agreement or instrument of security, if any, and referred to in the exercise Credit Documents or such Swap Contracts shall be done or omitted; (iii) the maturity of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder Obligations shall be absoluteaccelerated, independent and unconditional or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Credit Documents, any Swap Contract between any Credit Party and all circumstances. Neither any Lender, or any Affiliate of a Guarantor's obligations under this guaranty nor Lender, or any remedy for other agreement or instrument referred to in the enforcement thereof Credit Documents or such Swap Contracts shall be impaired, modified, changed waived or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of any other Guarantor or by reason of the bankruptcy or insolvency of such other Guarantor. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual guarantee of any of the Guaranteed 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 Collateral Agent, the Control Agent or any 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). (e) With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and notice of or proof of reliance of by all notices (other than as otherwise expressly required pursuant to the Credit Documents) whatsoever, and any requirement that the Administrative Agent or any Lender upon this guaranty other holder of the Obligations exhaust any right, power or acceptance remedy or proceed against any Person under any of this guaranty. The Guaranteed Obligationsthe Credit Documents, any Swap Contract between any Credit Party and any of them, shall conclusively be deemed to have been created, contracted or incurredLender, or renewedany Affiliate of a Lender, extendedor any other agreement or instrument referred to in the Credit Documents or such Swap Contracts, amended or waivedagainst any other Person under any other guarantee of, in reliance upon this guaranty. All dealings between or security for, any of the Borrower and the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyObligations.

Obligations Unconditional. The obligations of the Subsidiary Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, any of the Credit Documents or any other agreement or instrument referred to hereintherein, 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 Subsidiary Guarantor agrees that this guaranty Guaranty may be enforced by the Lenders without the necessity at any time of resorting to or exhausting any security or collateral and without the necessity at any time of having recourse to the Notes, this Agreement Revolving Notes or any other Loan Document or any collateral, if any, hereafter securing of the Guaranteed Obligations Credit Documents or otherwise and each Subsidiary Guarantor hereby waives the right to require the Lenders to proceed against any other Guarantor 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 Subsidiary Guarantor further agrees 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (Deltic, Del-Tin or any other guarantor of the Guaranteed Obligations) Credit Party Obligations for amounts paid under this guaranty Guaranty until such time as the Lenders have been paid in full, all commitments Commitments under this 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 this Agreementthe Credit Documents. Each Subsidiary Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes, this Agreement Notes or any of the other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations Credit Documents or from exercising any other rights available to it under this Credit Agreement, the Revolving 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 Subsidiary Guarantor's obligations hereunder; it being the purpose and intent of each Subsidiary Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither a any Subsidiary 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 any other Guarantor a Borrower or by reason of the bankruptcy or insolvency of such other Guarantora Borrower. Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Credit Party Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon this guaranty Guaranty or acceptance of this guarantyGuaranty. The Guaranteed 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 guarantyGuaranty. All dealings between the a Borrower and any of the Subsidiary Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyGuaranty.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, or any other agreement or instrument referred to herein, 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 security or collateral and without the necessity at any time of having recourse to the Notes, this Agreement or any other Loan Document or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against 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 any other Guarantor (or any other guarantor of the Guaranteed Obligations) for amounts paid under this guaranty until such time as the Lenders have been paid in full, all commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreement. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing in any jurisdiction on the Notes, this Agreement or any other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement, the Notes, 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 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 a Guarantor's obligations under this 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 any other Guarantor or Guarantor, (ii) by reason of the bankruptcy or insolvency of such other Guarantor, (iii) by reason of the application 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 Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon this guaranty or acceptance of this guaranty. The 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 guaranty. All dealings between the Parent Borrower and the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.

Obligations Unconditional. The obligations Obligations of the Guarantors Parent Borrowers hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, any of the Loan Documents or any other agreement or instrument referred to hereintherein, 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 payment in full of all of the outstanding Obligations (other than contingent obligations for which no claim giving rise thereto has been asserted)). Each Guarantor agrees Parent Borrowers agree that this guaranty Qualified Borrower 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 Loan Document Documents or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each Guarantor Parent Borrowers hereby waives waive the right to require the Lenders Lender to make demand on or proceed against any other Guarantor Credit Party 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (or any other guarantor of the Guaranteed Obligations) for amounts paid under this guaranty until such time as the Lenders have been paid in full, all commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreement. Each Guarantor Parent Borrower further agrees that nothing contained herein shall prevent the Lenders Lender from suing on the Notes, this Agreement or any other Loan Document Documents or foreclosing its or their, as applicable, security interest in or Lien on any collateralCollateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it or them, as applicable, under this Agreement, the NotesLoan 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 Guarantor's obligations such Parent Borrower’s Obligations hereunder; it being the purpose and intent of each Guarantor Parent Borrowers that its obligations their Obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither a Guarantor's obligations Parent Borrowers’ Obligations under this guaranty 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 any other Guarantor Credit Party or by reason of the bankruptcy bankruptcy, insolvency or insolvency analogous procedure of such other Guarantorany Credit Party. Each Guarantor Parent Borrower waives any and all notice of the creation, renewal, extension accrual or accrual increase of any of the Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon on this guaranty Qualified Borrower Guaranty or acceptance of this guarantyQualified Borrower Guaranty. The Guaranteed Obligations, and any part of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this guarantyQualified Borrower Guaranty. All dealings between the Borrower and the GuarantorsCredit Parties, on the one hand, and the Administrative Agent and the LendersLender, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyQualified Borrower Guaranty. Each Parent Borrower represents and warrants that it is, and immediately after giving effect to the Qualified Borrower Guaranty and the obligation evidenced hereby, will be, solvent. This Credit Agreement and the Obligations of Parent Borrowers 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, without limitation, the occurrence of any of the following, whether or not Lender 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, (B) any waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of this Credit Agreement and any other Loan Document or any agreement or instrument executed pursuant thereto, or of any guaranty or other security for the Obligations, (C) to the fullest extent permitted by Applicable Law, any of the Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect, (D) the application of payments received from any source to the payment of indebtedness other than the Obligations, even though Lender might have elected to apply such payment to any part or all of the Obligations, (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 Qualified Borrower may allege or assert against Lender in respect of the Obligations, 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 Parent Borrowers as obligors in respect of the Obligations.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, or any other agreement or instrument referred to herein, 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 security or collateral and without the necessity at any time of having recourse to the Notes, this Agreement or any other Loan Document or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against 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 any other Guarantor (or any other guarantor of the Guaranteed Obligations) for amounts paid under this guaranty until such time as the Lenders have been paid in full, all commitments Commitments under this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreement. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing in any jurisdiction on the Notes, this Agreement or any other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it under this Agreement, the Notes, 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 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 a Guarantor's obligations under this 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 any other Guarantor or Guarantor, (ii) by reason of the bankruptcy or insolvency of such other Guarantor, (iii) by reason of the application 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 Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon this guaranty or acceptance of this guaranty. The 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 guaranty. All dealings between the Parent Borrower and the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreementany of the Supplemental Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to hereintherein, 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 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, this Agreement Tranche B Term Loan Notes or any other Loan Document of the Supplemental Credit Documents or any collateral, if any, hereafter securing the Guaranteed Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Supplemental Credit Lenders to proceed against any other Guarantor 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor (or any other guarantor of the Guaranteed Obligations) Credit Party Obligations for amounts paid under this guaranty 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 this 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 this Agreementthe 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, this Agreement the Tranche B Term Loan Notes or any of the other Loan Document Supplemental Credit Documents or any of the Hedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed 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 a 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 any other Guarantor the Borrower or by reason of the bankruptcy or insolvency of such other Guarantorthe Borrower. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Credit Party Obligations and notice of or proof of reliance of by the Administrative Agent or any Supplemental Credit Lender upon this guaranty Guarantee or acceptance of this guarantyGuarantee. The Guaranteed 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 guarantyGuarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative 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 guarantyGuarantee.

Obligations Unconditional. The obligations of the Guarantors hereunder are absolute absolute, irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, any of the Credit Documents or any other agreement or instrument referred to hereintherein, 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 Notes or any other Loan Document of the Credit Documents or any collateral, if any, hereafter securing the Guaranteed Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against any other Guarantor the 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 66 that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrowers or any other Guarantor (or any other guarantor of the Guaranteed Obligations) Obligations for amounts paid under this guaranty Guaranty until such time as the Lenders have been paid in full, all commitments Commitments under this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this Agreementthe Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes, this Agreement Notes or any of the other Loan Document Credit Documents or foreclosing its any security interest in or Lien on any collateral, if any, securing the Guaranteed Obligations or from exercising any other rights available to it any of them under this Credit Agreement, the Notes, any 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 Guarantor's obligations of any Guarantor 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 a 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 any other Guarantor the Borrowers or by reason of the bankruptcy or insolvency of such other Guarantorthe Borrowers. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender upon this guaranty Guaranty or acceptance of this guarantyGuaranty. The 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 guarantyGuaranty. All dealings between the Borrower Borrowers and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantyGuaranty. The Guarantors further agree to all rights of set-off as set forth in Section 11.2.

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 this Agreementany of the Operative Agreements, or any other agreement or instrument referred to hereintherein, or any substitution, release or exchange of any other guarantee of or security for any of the Company Obligations, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety surety, guarantor or 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, this Agreement the Certificates or any other Loan Document of the Operative Agreements or any collateral, if any, hereafter securing the Guaranteed 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 any other Guarantor 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 66 that it shall have no not to exercise any right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (or any other guarantor of the Guaranteed 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 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 this Agreement have been terminated and no AOR hereby waives any rights to require the 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 this AgreementN.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, this any Operative Agreement or foreclosing any other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Company Obligations or from exercising any other rights available to it the Agent on behalf of the Financing Parties under this any Operative Agreement, the Notes, 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 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 a 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 any other Guarantor firm or by reason of the bankruptcy or insolvency of such other Guarantorany Person. Each Guarantor AOR waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Company Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender Financing Party upon this guaranty Section 8C or acceptance of this guaranty. Section 8C. The Guaranteed 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 guaranty. Section 8C. All dealings between any or all of the Borrower and the GuarantorsCredit Parties, on the one hand, and the Administrative Agent and or the LendersFinancing Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guarantySection 8C (except to the extent any such exchange, compromise, surrender, extension, renewal, acceleration, modification, indulgence or release is expressly for the benefit of ▇▇▇).

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 this Agreementany of the Operative Agreements, or any other agreement or instrument referred to hereintherein, 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 The Guarantors agree that this guaranty Section 6B may be enforced by the Lenders any Financing 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 any of the Notes, this Agreement or any other Loan Document Operative Agreements or any collateral, if any, hereafter securing the Guaranteed Company Obligations or otherwise and each Guarantor the Guarantors hereby waives waive the right to require the Lenders Financing Parties to proceed against any other Guarantor the Construction Agent, the Lessee or any other Person (including a co-guarantor) or to require the Lenders Financing Parties to pursue any other remedy or enforce any other right. Each The Guarantors further agree that each Guarantor further agrees 66 that it shall have no hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against any other Guarantor (the Construction Agent, the Lessee or any other guarantor of the Guaranteed Obligations) Company Obligations for amounts paid under this guaranty Section 6B until such time as the Lenders Lessor Advances, accrued but unpaid Lessor Yield and all other amounts owing under the Operative Agreements have been paid in full. Without limiting the generality of the waiver provisions of this Section 6B, the Guarantors hereby waive any rights to require the Financing Parties to proceed against the Construction Agent, the Lessee or any co-guarantor or to require the Lessor to pursue any other remedy or enforce any other right, including any and all commitments rights under N.C. Gen. Stat. § 26-7 through 26-9, or any similar statute. Additionally, the Guarantors hereby waive any rights and defenses that are or may become available to any of them by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. The foregoing waivers and the provisions otherwise set forth in this Agreement have been terminated Section 6B which pertain to North Carolina law or to California law are included solely out of an abundance of caution, and no Person shall not be construed to mean that any such provisions of North Carolina law or Governmental Authority shall have California law are in any right way applicable to request any return this Section 6B or reimbursement of funds from the Lenders in connection with monies received under this AgreementCompany 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 the Notes, this any Operative Agreement or foreclosing any other Loan Document or foreclosing its security interest in or Lien on any collateralCollateral, if any, securing the Guaranteed Company Obligations or from exercising any other rights available to it under this any Operative Agreement, the Notes, 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 Guarantor's the obligations of 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 any Financing Party shall reduce the Company Obligations by a corresponding amount (unless required to be rescinded at a later date). Neither a 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 any other Guarantor Credit Party or by reason of the bankruptcy or insolvency of such any other GuarantorCredit Party. Each Guarantor waives The Guarantors waive any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Company Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender Financing Party upon this guaranty Section 6B or acceptance of this guaranty. Section 6B. The Guaranteed 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 guaranty. Section 6B. All dealings between the Borrower and the GuarantorsCredit Parties, on the one hand, and the Administrative Agent and the LendersFinancing Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.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 this Agreementany of the Operative Agreements, or any other agreement or instrument referred to hereintherein, or any substitution, release or exchange of any other guarantee of or security for any of the Company Obligations, and, to the fullest extent permitted by Applicable Lawapplicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety surety, guarantor or 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, this Agreement the Certificates or any other Loan Document of the Operative Agreements or any collateral, if any, hereafter securing the Guaranteed Company Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders Financing Parties to proceed against any other Guarantor the 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 66 that it shall have no hereby waives any and all right 27 of subrogation, indemnity, reimbursement or contribution against the Lessee and the Construction Agent or any other Guarantor (or any other guarantor of the Guaranteed Obligations) 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 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 this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under this AgreementN.C. Gen, Stat. ss. 26-7 through 26-9. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders Financing Parties from suing on the Notes, this any Operative Agreement or foreclosing any other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the Guaranteed Company Obligations or from exercising any other rights available to it under this any Operative Agreement, the Notes, 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 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 a 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 any other Guarantor the Construction Agent or the Lessee or by reason of the bankruptcy or insolvency of such other Guarantorthe Construction Agent or the Lessee. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Company Obligations and notice of or proof of reliance of by the Administrative Agent or any Lender Financing Party upon this guaranty Section 6B or acceptance of this guaranty. Section 6B. The Guaranteed 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 guaranty. Section 6B. All dealings between the Borrower Construction Agent, the Lessee and any of the Guarantors, on the one hand, and the Administrative Agent and the LendersFinancing Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this guaranty.Section 6B.