Common use of Parent Guaranty Clause in Contracts

Parent Guaranty. The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties to the holders from time to time of the Notes: (i) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payable.

Parent Guaranty. The Parent herebyGuarantor irrevocably and unconditionally, jointly and severally, together with guarantees (a) the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely due and unconditionally guaranties punctual payment to the holders from time to time of the Notes: (i) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payableSeller, whether by lapse of timeat stated maturity, upon redemption or prepayment, by extension or by acceleration or declarationotherwise, of all present and future debts, liabilities and obligations, direct or otherwise (including (indirect, absolute or contingent, of Buyer and its Affiliates to the extent legally enforceableSeller arising pursuant to, in respect of or in connection with this Agreement or any Ancillary Agreement, which result from any failure by Buyer or its Affiliates to make timely payments to Seller as required hereunder or thereunder and (b) interest due on overdue payments of principalperformance of, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and compliance with, all other amounts from time to time owing by the Issuer obligations of Buyer and its Affiliates under this Agreement and each Ancillary Agreement (collectively, the “Guaranteed Obligations”). The obligations of the Parent Guarantor under this Section 2.5 shall constitute a present and continuing guarantee of payment and performance and not of collectability, and shall be absolute and unconditional. Without limiting the Notes foregoing, the Parent Guarantor hereby waives, for the benefit of Seller (includingi) any right to require Seller, without limitationas a condition of performance by the Parent Guarantor, costs and expenses)to (A) proceed against Buyer or any other Person, or (B) pursue any other remedy in the power of Seller whatsoever; (ii) the full and prompt performance and observance any defense arising by the Issuer of each and all reason of the obligationsincapacity, covenants lack of authority or any disability or other defense of Buyer including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Buyer from any cause other than complete performance of the Guaranteed Obligations; (iii) (A) any principles or provisions of Law that are or might be in conflict with the terms of this Section 2.5 and agreements required any legal or equitable discharge of the Parent Guarantor’s obligations hereunder, (B) the benefit of any statute of limitations affecting the Parent Guarantor’s liability hereunder or the enforcement hereof, (C) any rights to set-offs, recoupments and counterclaims, and (D) promptness, diligence and any requirement that Seller protect, secure, perfect or insure any security interest or lien or any property subject thereto; (iv) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default under the Agreement or any Ancillary Agreement or any agreement or instrument related hereto or thereto and notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, and (v) to the fullest extent permitted by law, any defenses or benefits that may be performed derived from or observed afforded by Law that limit the Issuer under liability of or exonerate guarantors or sureties, or that may conflict with the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder obligations of the NotesParent Guarantor hereunder. This Section 2.5 shall be binding upon, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject inure to the limitations set forth in Section 15.1 benefit of, and be enforceable by the successors and permitted assigns of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes Seller and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payableGuarantor.

Parent Guaranty. The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties to the holders from time to time of the Notes: (ia) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (iib) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iiic) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payable.

Parent Guaranty. (a) The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, Guarantor hereby absolutely and unconditionally guaranties to the holders from time to time of the Notes: (i) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Parent Guarantor or the Company) and the Make-Whole Amount or Modified Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount or Modified Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and on payment of additional amounts described in Section 13 and all other amounts from time to time owing by the Issuer Company under this Agreement and under the Notes (including, without limitation, costs costs, expenses and expensestaxes), (ii) the full and prompt performance and observance by the Issuer Company of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer Company under the terms of the Notes and this Agreement Agreement, and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to and in each and every case irrespective of the limitations set forth in Section 15.1 validity, regularity, or enforcement of any of the Notes or this AgreementAgreement or any of the terms thereof or of any other like circumstance or circumstances. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount or Modified Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability collectibility of such payments and therefore that in consequence thereof each holder of the Notes may xxx the Parent Guarantor directly upon such principal, interest and Make-Whole Amount or Modified Make-Whole Amount (if any) becoming so due and payable. (b) The Parent Guarantor hereby agrees that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the holders from time to time of the Notes immediately on demand against any cost, loss or liability they incur as a result of any amount referred to in sub-paragraph (a) above not being paid which would, but for such unenforceability, invalidity or illegality, have been payable on the date when it would have been due. The amount payable by the Parent Guarantor under this indemnity will not exceed the amount it would have had to pay under this Section 14.1 if the amount claimed had been recoverable on the basis of a guarantee. The Parent Guarantor further indemnifies each holder from time to time of the Notes against any liability or loss arising, and any costs such holder suffers or incurs, (i) if such holder is obliged, or agrees, to pay an amount to a trustee in bankruptcy or liquidator (of an insolvent person) in connection with a payment by the Parent Guarantor or the Company or (ii) if the Parent Guarantor defaults under this guarantee and indemnity. The Parent Guarantor agrees to pay amounts due under this indemnity on demand from such holder.

Parent Guaranty. The Parent herebyGuarantor hereby unconditionally guarantees to the Agent for the ratable benefit of itself and the Secured Parties, jointly and severallytheir respective permitted successors, together endorsees, transferees and assigns, the prompt payment and performance of: (a) all Obligations of the Borrower; and (b) all liabilities and obligations of the Parent Guarantor and each of its Subsidiaries with the Subsidiary Guarantors respect to overdrafts, returned items and related liabilities and all indemnification obligations under the Subsidiary Guaranty, absolutely and unconditionally guaranties Loan Documents now or hereafter owing by any such Person to the holders Agent or any Lender arising from or in connection with treasury, depositary or cash management services or in connection with any automated clearinghouse transfer of funds for the benefit of such Person, in each case, whether primary or secondary (whether by way of endorsement or otherwise), whether now existing or hereafter arising, whether or not from time to time of the Notes: reduced or extinguished (iexcept by payment thereof) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payableor hereafter increased or incurred, whether by lapse of timeenforceable or unenforceable as against the Borrower, upon redemption whether or prepaymentnot discharged, by extension or by acceleration or declaration, stayed or otherwise (including (to affected by any Applicable Insolvency Law or proceeding thereunder, whether created directly with the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) Agent or interest at the rate set forth in the Notes) and all other amounts from time to time owing any Secured Party or acquired by the Issuer under this Agreement and under the Notes (includingAgent or any Secured Party through assignment or endorsement or otherwise, without limitationwhether matured or unmatured, costs and expenses)whether joint or several, (ii) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are become due and payable and shall not be deemed to be a guaranty only (whether at maturity or earlier, by reason of acceleration, mandatory repayment or otherwise), in accordance with the terms of any such instruments evidencing any such obligations, including all renewals, extensions or modifications thereof (all Obligations of the collectability of such payments and therefore each holder Borrower, including all of the Notes may xxx foregoing being hereafter collectively referred to as the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payable“Guaranteed Obligations”).

Parent Guaranty. (a) The Parent herebyGuarantor, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guarantyirrevocably, absolutely and unconditionally guaranties guarantees as a primary obligor and not merely as surety to the holders from time to time of the Notes: (i) Financing Parties the full and prompt payment when due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand or otherwise pursuant to the terms of each Credit Agreement) of (x) the principal of all of of, premium, if any, and interest on the Notes and of the interest thereon at the rate therein stipulated issued by, and the Make-Whole Amount Loans made to, the Borrower under each Credit Agreement and (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceabley) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes payment obligations (including, without limitation, costs and expensesobligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), (ii) the full liabilities and prompt performance and observance indebtedness owing by the Issuer of Borrower to the Financing Parties under each and all of Financing Document to which the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and Borrower is a party (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, indemnities, fees and interest thereon (including, without limitation, any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in each Credit Agreement, whether or not such interest is an allowed claim in any consultation such proceeding)), whether now existing or action hereafter incurred under, arising out of or in connection therewithwith each such Financing Document and the due performance and compliance by the Borrower with all of its payment obligations in all such Financial Documents (all such principal, subject premium, interest, liabilities, indebtedness and obligations under this clause (i) being herein collectively called the “Guaranteed Obligations”); The Parent Guarantor understands, agrees and confirms that the Financing Parties may, in accordance with Section 9, enforce this Parent Guaranty up to the limitations set forth in Section 15.1 of this Agreement. The guaranty full amount of the Notes herein provided Guaranteed Obligations against the Parent Guarantor without proceeding against the Borrower or against any security for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Guaranteed Obligations. This Parent Guaranty is a guaranty of prompt payment and performance and not of collection. (b) Additionally, the immediate Parent Guarantor, unconditionally, absolutely and timely irrevocably, guarantees the payment of any and all Guaranteed Obligations whether or not due or payable by the principal and interest on Borrower upon the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only occurrence in respect of the collectability Borrower of such payments and therefore each holder any of the Notes may xxx events specified in Section 7.1(e)(Insolvency), Section 7.1(g) (Voluntary Insolvency Proceedings (Borrower)) of each Credit Agreement, and unconditionally, absolutely and irrevocably, promises to pay such Guaranteed Obligations to the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payableFinancing Parties on demand.

Parent Guaranty. The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties to the holders from time to time of the Notes: (i) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make---Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make---Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make---Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make---Whole Amount (if any) becoming so due and payable.

Parent Guaranty. The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, hereby absolutely and unconditionally guaranties guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Designated Borrowers to the holders from time to time Administrative Agent, the L/C Issuers and the Lenders arising hereunder and under the other Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Administrative Agent, the L/C Issuers or the Lenders in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Parent or the other Loan Parties under Debtor Relief Laws, and including interest that accrues after the commencement by or against any Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Administrative Agent’s books and records showing the amount of the Notes: Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Parent, and conclusive (iabsent manifest error) for the full and prompt payment purpose of establishing the amount of the principal Guaranteed Obligations. This Parent Guaranty shall not, to the fullest extent permitted by applicable law, be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Parent under this Parent Guaranty other than the defense of payment in full in cash, and the Parent hereby irrevocably waives, to the fullest extent permitted by applicable law, any defenses it may now have or hereafter acquire in any way relating to any or all of the Notes and foregoing other than the defense of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth payment in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payablecash.

Parent Guaranty. The At any time on or after the Closing Date, Parent herebyis a guarantor of any Indebtedness (except Indebtedness incurred hereunder) of Borrower or any of its Subsidiaries, jointly and severallyParent does not execute and deliver the Parent Guaranty within the time period required by Section 5.9(f), together or fails to take such other actions or deliver such other documents as are reasonably requested by the Administrative Agent in accordance with Section 5.9(f); THEN, (1)(a) upon the occurrence of any Event of Default described in Section 7.1(f) or 7.1(g), automatically, and (b) upon the occurrence of any other Event of Default (other than an Event of Default described in Section 7.1(c) relating to Section 6.1), at the request of (or with the Subsidiary Guarantors under consent of) Requisite Lenders, upon notice to Borrower by Administrative Agent, (A) the Subsidiary GuarantyRevolving Commitments, absolutely if any, of each Lender having such Revolving Commitments and unconditionally guaranties the obligation of Issuing Banks to the holders from time to time issue any Letter of Credit shall immediately terminate; (B) each of the Notes: (i) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Party: (I) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether by lapse any beneficiary under any such Letter of timeCredit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), and (III) all other Obligations; provided that, the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(e); (C) Administrative Agent may enforce any and all Liens and security interests created pursuant to Security Documents; and (D) Administrative Agent shall direct Borrower to pay (and Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 7.1(f) and 7.1(g) to pay) to Administrative Agent such additional amounts of cash, to be held as security for Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding, equal to the Letter-of-Credit Usage at such time and (2) upon the occurrence of any Event of Default described in Section 7.1(c) relating to Section 6.1, at the request of (or with the consent of) Requisite Revolving Lenders, upon redemption or prepayment, notice to Borrower by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses)Administrative Agent, (iiA) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expensesRevolving Commitments, if any, as of each Lender having Revolving Commitments and the obligation of Issuing Banks to issue any Letter of Credit shall have been expended immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or incurred in the protection or enforcement other requirements of any right or privilege under kind, all of which are hereby expressly waived by each Loan Party: (I) the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 unpaid principal amount of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and accrued interest on the Notes Revolving Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), and (III) all other Obligations related to the Make-Whole Amount (if any) as and when Revolving Commitments, Revolving Loans or Letters of Credit; provided that, the same are due and payable and foregoing shall not be deemed affect in any way the obligations of Lenders under Section 2.3(e); (C) Administrative Agent may enforce any and all rights and remedies relating to the Revolving Loans, Revolving Commitments or Letters of Credit and upon the direction of Requisite Lenders may enforce any and all Liens and security interests created pursuant to the Security Documents; and (D) Administrative Agent shall direct Borrower to pay to Administrative Agent such additional amounts of cash, to be held as security for Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding, equal to the Letter-of-Credit Usage at such time and (3) upon the occurrence of any Event of Default described in Section 7.1(c) relating to Section 6.1, upon and after the exercise of a guaranty only Financial Covenant Remedy, at the request of (or with the consent of) Requisite Term Lenders, upon notice to Borrower by Administrative Agent, (A) each of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Party: (I) the unpaid principal amount of and accrued interest on the Term Loans, and (II) all other Obligations; provided that, the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(e); and (B) Administrative Agent may enforce any and all Liens and security interests created pursuant to Security Documents.

Parent Guaranty. The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, Corporation hereby absolutely and unconditionally guaranties guarantees to the holders from time to time of the Notes: (ia) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (iib) the full and prompt performance and observance by the Issuer Company of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer Company under the terms of the Notes and this Agreement Agreement, and (iiic) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ ' fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to and in each and every case irrespective of the limitations set forth in Section 15.1 validity, regularity, or enforcement of any of the Notes or this AgreementAgreement or any of the terms thereof or of any other like circumstance or circumstances. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability collectibility of such payments and therefore that in consequence thereof each holder of the Notes may xxx sue the Parent Corporation directly upon such principal, interest xxterest and Make-Whole Amount (if any) becoming so due and payable.

Parent Guaranty. (a) The Parent Guarantor hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties to the holders from time to time of the Notes: (i) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount and Swap Reimbursement Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount and Swap Reimbursement Amount (if any) or interest at the rate set forth in the Notes) and on payment of additional amounts described in Section 13 and all other amounts from time to time owing by the Issuer Company under this Agreement and under the Notes (including, without limitation, costs costs, expenses and expensestaxes), (ii) the full and prompt performance and observance by the Issuer Company of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer Company under the terms of the Notes and this Agreement Agreement, and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to and in each and every case irrespective of the limitations set forth in Section 15.1 validity, regularity, or enforcement of any of the Notes or this AgreementAgreement or any of the terms thereof or of any other like circumstance or circumstances. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount and Swap Reimbursement Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability collectibility of such payments and therefore that in consequence thereof each holder of the Notes may xxx the Parent Guarantor directly upon such principal, interest and Make-Whole Amount and Swap Reimbursement Amount (if any) becoming so due and payable.

Parent Guaranty. The (a) Parent herebyhereby unconditionally and irrevocably guarantees, jointly as primary obligor and severallynot as surety, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely due and unconditionally guaranties punctual payment and performance by Buyer (and any permitted assignees thereof) of all of its obligations to the holders from time Target Companies and the Seller pursuant to time the terms of this Agreement and the Capital Expenditure Reimbursement Agreement (the “Buyer Guaranteed Obligations”). The foregoing sentence is an absolute, unconditional and continuing guaranty of the Notes: full and punctual discharge and performance of the Buyer Guaranteed Obligations. Should Buyer default in the discharge or performance of all or any portion of the Buyer Guaranteed Obligations, the obligations of Parent hereunder shall become immediately due and payable. (b) Parent hereby represents and warrants to the Target Companies and the Seller that (i) it is a corporation duly formed, validly existing and in good standing under the full and prompt payment laws of the principal state of North Carolina, and it has all of the Notes power and of the interest thereon at the rate therein stipulated authority to execute, deliver and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer perform its obligations under this Agreement and under the Notes (including, without limitation, costs and expenses), Section 11.17; (ii) the full execution, delivery and prompt performance of this Agreement by it has been duly and validly authorized and approved by all necessary corporate action, and no other proceedings or actions on the part of it are necessary therefor; (iii) this Agreement has been duly and validly executed and delivered by it and, assuming that this Agreement is a valid and binding obligation of the other parties hereto, constitutes a valid and legally binding obligation of it, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and observance other equitable remedies; (iv) no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to its knowledge, threatened by the Issuer of each and all or against it with respect to any of the obligations, covenants transactions contemplated by this Section 11.17; and agreements required (v) it will have at the Closing sufficient funds immediately available to be performed or observed pay the Closing Consideration and the costs and expenses of Buyer and Parent in consummating the transactions contemplated by the Issuer under the terms of the Notes and this Agreement and (iii) the full Ancillary Documents and prompt payment, upon demand by any holder perform all of the Notes, of all costs its obligations under this Section 11.17 and expenses, legal or otherwise (including attorneys’ fees) Buyer’s obligations under Section 2.01 and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payable2.02.

Parent Guaranty. The Parent Guarantors hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties guarantee to the holders from time to time of the Notes: : (ia) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due CP Limited Partnership Amended and Restated Note Purchase Agreement and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (iib) the full and prompt performance and observance by the Issuer Company of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer Company under the terms of the Notes and this Agreement Agreement, and (iiic) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including reasonable attorneys’ ' fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to and in each and every case irrespective of the limitations set forth in Section 15.1 validity, regularity, or enforcement of any of the Notes or this AgreementAgreement or any of the terms thereof or of any other like circumstance or circumstances. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability collectibility of such payments and therefore that in consequence thereof each holder of the Notes may xxx the sue either Parent Guarantor directly upon such principal, interest intexxxt and Make-Whole Amount (if any) becoming so due and payable.

Parent Guaranty. (a) The Parent herebyGuarantor, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guarantyirrevocably, absolutely and unconditionally guaranties guarantees as a primary obligor and not merely as surety to the holders from time to time of the Notes: (i) Financing Parties the full and prompt payment when due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand or otherwise pursuant to the terms of each Credit Agreement) of (x) the principal of all of of, premium, if any, and interest on the Notes and of the interest thereon at the rate therein stipulated issued by, and the Make-Whole Amount Loans made to, the Borrower under each Credit Agreement and (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceabley) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes payment obligations (including, without limitation, costs and expensesobligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), (ii) the full liabilities and prompt performance and observance indebtedness owing by the Issuer of Borrower to the Financing Parties under each and all of Financing Document to which the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and Borrower is a party (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, indemnities, fees and interest thereon (including, without limitation, any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in each Credit Agreement, whether or not such interest is an allowed claim in any consultation such proceeding)), whether now existing or action hereafter incurred under, arising out of or in connection therewithwith each such Financing Document and the due performance and compliance by the Borrower with all of its payment obligations in all such Financial Documents (all such principal, subject premium, interest, liabilities, indebtedness and obligations under this clause (i) being herein collectively called the “Guaranteed Obligations”); The Parent Guarantor understands, agrees and confirms that the Financing Parties may, in accordance with Section 9, enforce this Parent Guaranty up to the limitations set forth in Section 15.1 of this Agreement. The guaranty full amount of the Notes herein provided Guaranteed Obligations against the Parent Guarantor without proceeding against the Borrower or against any security for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Guaranteed Obligations. This Parent Guaranty is a guaranty of prompt payment and performance and not of collection. (b) Additionally, the immediate Parent Guarantor, unconditionally, absolutely and timely irrevocably, guarantees the payment of any and all Guaranteed Obligations whether or not due or payable by the principal and interest on Borrower upon the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only occurrence in respect of the collectability Borrower of such payments and therefore each holder any of the Notes may xxx events specified in Section 7.1(e)(Insolvency), Section 7.1(g) (Voluntary Insolvency Proceedings (Borrower)) of each Credit Agreement, and unconditionally, absolutely and irrevocably, promises to pay such Guaranteed Obligations to the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payableFinancing Parties on demand. 3.

Parent Guaranty. The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, Guarantor hereby absolutely and unconditionally guaranties guarantees to the holders from time to time of the Notes: : (ia) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (iib) the full and prompt performance and observance by the Issuer Company of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer Company under the terms of the Notes and this Agreement the Note Purchase Agreements, and (iiic) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ ' fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreementthe Note Purchase Agreements, including, without limitation, in any consultation or action in connection therewith, subject to and in each and every case irrespective of the limitations set forth in Section 15.1 validity, regularity or enforcement of any of the Notes or this AgreementAgreement or any of the terms thereof or of any other like circumstance or circumstances. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability collectibility of such payments and therefore that in consequence thereof each holder of the Notes may xxx sue the Parent Guarantor directly upon such principal, interest and MakeMxxx-Whole Amount (if any) becoming so due and payable.

Parent Guaranty. The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, Corporation hereby absolutely and unconditionally guaranties to the holders from time to time of the Notes: (ia) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and stipulated, the Make-Whole Amount (if any)) and all other amounts payable thereunder, when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement ; and (iiib) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this the Note Purchase Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any), other amounts (if any) and all costs and expenses described above as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability collectibility of such payments and therefore that in consequence thereof each holder of the Notes may xxx the Parent Corporation directly upon such principal, interest and interest, Make-Whole Amount (if any) and costs and expenses becoming so due and payable. Notwithstanding the foregoing, as set forth in Section 2.2(b) of the Note Purchase Agreement, if the Issuer consolidates, merges or otherwise combines with Northern in accordance with Section 10.4 of the Note Purchase Agreement, the Issuer’s obligations under the Note Purchase Agreement and the Notes shall be automatically assumed by Northern, and upon such assumption, this Parent Guaranty shall terminate and the Parent Corporation shall be automatically discharged and released from all of its obligations hereunder without further action on the part of the Issuer, the Parent Corporation or the holders of the Notes.

Parent Guaranty. The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, hereby absolutely and unconditionally guaranties guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the holders from time to time Administrative Agent and the Lenders arising hereunder and under the other Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Administrative Agent or the Lenders in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Parent or the other Loan Parties under Debtor Relief Laws, and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Administrative Agent’s books and records showing the amount of the Notes: Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Parent, and conclusive (iabsent manifest error) for the full and prompt payment purpose of establishing the amount of the principal Guaranteed Obligations. This Parent Guaranty shall not, to the fullest extent permitted by applicable Law, be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Parent under this Parent Guaranty other than the defense of payment in full in cash, and the Parent hereby irrevocably waives, to the fullest extent permitted by applicable Law, any defenses it may now have or hereafter acquire in any way relating to any or all of the Notes and foregoing other than the defense of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth payment in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payablecash.

Parent Guaranty. The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties to the holders from time to time of the Notes: (ia) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (iib) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iiic) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx sxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payable.

Parent Guaranty. The (a) Parent herebyhereby unconditionally and irrevocably guarantees, jointly as primary obligor and severallynot as surety, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely due and unconditionally guaranties punctual payment and performance by Buyer (and any permitted assignees thereof) of all of its obligations to the holders from time Target Companies, the Sellers and the Sellers’ Representative pursuant to time the terms of this Agreement (the “Guaranteed Obligations”). The foregoing sentence is an absolute, unconditional and continuing guaranty of the Notes: full and punctual discharge and performance of the Guaranteed Obligations. Should Buyer default in the discharge or performance of all or any portion of the Guaranteed Obligations, the obligations of Parent hereunder shall become immediately due and payable. (b) Parent hereby represents and warrants to the Target Companies, the Sellers and the Sellers’ Representative that (i) it is a corporation duly formed, validly existing and in good standing under the full and prompt payment laws of the principal state of North Carolina, and it has all of the Notes power and of the interest thereon at the rate therein stipulated authority to execute, deliver and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer perform its obligations under this Agreement and under the Notes (including, without limitation, costs and expenses), Section 11.18; (ii) the full execution, delivery and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement by it has been duly and validly authorized and approved by all necessary corporate action, and no other proceedings or actions on the part of it are necessary therefor; (iii) the full this Agreement has been duly and prompt paymentvalidly executed and delivered by it and, upon demand by any holder assuming that this Agreement is a valid and binding obligation of the Notesother parties hereto, constitutes a valid and legally binding obligation of all costs it, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and expensesgeneral principles of equity affecting the availability of specific performance and other equitable remedies; (iv) no litigation, legal investigation or otherwise (including attorneys’ fees) and such expensesproceeding of or before any arbitrator or Governmental Authority is pending or, if anyto its knowledge, as shall have been expended threatened by or incurred in the protection or enforcement of against it with respect to any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty transactions contemplated by this Section 11.18; and (v) it will have at the Closing sufficient funds immediately available to pay and perform all of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payableits obligations under this Section 11.18.