Common use of Obligations Unconditional Clause in Contracts

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging Agreements, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable 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 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Credit Party 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 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Credit Party Obligations for amounts paid under this Guaranty Section 4 until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Credit Party 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 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Section 4 until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging Agreements, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Borrower's 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 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Borrower's Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof hereunder are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable 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 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such this Guaranty may be enforced by the Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other of the Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Credit Party Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes or any of the other Credit Documents or Hedging Agreements. Without limiting the generality any of the foregoingHedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it is agreed that, to the fullest extent permitted by lawunder this Credit Agreement, the occurrence Notes, any other of the Credit Documents, or any other instrument of security, if any, and the exercise of any one or more of the following aforesaid rights and the completion of any foreclosure proceedings shall not alter constitute a discharge of any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Guarantor's obligations under this Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or impair released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any Guarantor hereunder which and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any Agent or any Lender upon this Guarantee or acceptance of this Guarantee. The Credit Party Obligations, and any of them, shall remain absolute conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower and unconditional as described above:any of the Guarantors, on the one hand, and the Agents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Loan Documents or Hedging Agreements, or any other agreement or instrument referred documents relating to thereinthe Obligations, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorguarantor (other than the defense that the Loans have been paid in full), it being the intent of this Section 4.2 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Article IV until such time as the Lenders Obligations (other than (x) contingent indemnification or reimbursement obligations for which no claim has been asserted, (y) obligations and any Affiliates liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of Lenders entering into Hedging AgreementsCredit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made or that have been Cash Collateralized in the amount of the Minimum Collateral Amount) have been paid in full, all full and the Revolving Commitments under the Credit Agreement have been terminated and no Person expired or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreementsterminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by lawLaw, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof hereunder are joint and severalabsolute, absolute irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging Agreements, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable 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 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such this Guaranty may be enforced by the Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other of the Credit Documents or any collateral, if any, hereafter securing the Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against 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 that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower Borrowers or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes or any of the other Credit Documents or Hedging Agreements. Without limiting foreclosing any security interest in or Lien on any collateral, if any, securing the generality Obligations or from exercising any other rights available to any of them under this Credit Agreement, the Notes, any of the foregoingother Credit Documents, it is agreed thator any other instrument of security, to if any, and the fullest extent permitted by law, the occurrence exercise of any one or more of the following aforesaid rights and the completion of any foreclosure proceedings shall not alter constitute a discharge of any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent, irrevocable and unconditional under any and all circumstances. Neither any Guarantor's obligations under this Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or impair released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Borrowers or by reason of the bankruptcy or insolvency of the Borrowers. Each Guarantor waives any Guarantor hereunder which and all notice of the creation, renewal, extension or accrual of any of the 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 Obligations, and any of them, shall remain absolute 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 Borrowers and unconditional 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. The Guarantors further agree to all rights of set-off as described above:set forth in Section 11.2.

Obligations Unconditional. The obligations of each of the Guarantors under Section 4.1 1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging AgreementsTransaction Documents, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee guaranty of or security for any of the Guaranteed 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 guarantorguarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 4.2 3 that the obligations of the Guarantors each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations Note Party for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been Guaranteed Obligations are paid in full, all Commitments under full (other than contingent indemnification obligations to the Credit Agreement extent no claim giving rise thereto has been asserted) and the Purchase Agreements 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 accordance with monies received under the Credit Documents or Hedging Agreementsits terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof 10.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Loan Documents or Hedging Agreements, or any other agreement or instrument referred documents relating to thereinthe Secured Obligations, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Secured 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 guarantorguarantor (other than payment in full in cash of the Secured Obligations, other than Unliquidated Obligations for which no claim has been made), it being the intent of this Section 4.2 10.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Article X until such time as the Lenders Secured Obligations (and any Affiliates of Lenders entering into Hedging Agreementsother than Unliquidated Obligations for which no claim has been made) have been indefeasibly paid in full, all full in cash and the Commitments under the Credit Agreement have been terminated and no Person expired or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreementsterminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:

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

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof 4.01 are (subject to Section 2.16(b) in the case of Designated Borrowers) joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Loan Documents, Secured Swap Agreements or Hedging Secured Treasury Management Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed 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, it being the intent of this Section 4.2 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 any Borrower 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 contingent obligations that survive termination of this Agreement and any Affiliates of Lenders entering into Hedging Agreementsas to which no claim has been asserted and obligations under Secured Swap Agreements and Secured Treasury Management Agreements for which satisfactory arrangements have been made with the applicable Treasury Management Bank or Swap Bank) have been paid in full, all full and the Commitments under the Credit Agreement have been terminated and no Person expired or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreementsterminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors and the Borrower under Section 4.1 hereof 7.01 shall constitute a guaranty of payment of Guaranteed Obligations and, to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, and joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of the Credit Documents Borrower or Hedging Agreementsthe applicable Guarantor under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorGuarantor (except for payment in full (other than contingent indemnity obligations, it being unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the intent applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Section 4.2 that Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the obligations applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreementsapplicable Issuing Bank)). Without limiting the generality of the foregoingforegoing and subject to applicable law, it is agreed that, to the fullest extent permitted by law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder the Guarantors hereunder, which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Documents, Hedging Agreements or Hedging Equity Swap Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Credit Party 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 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Credit Party Obligations for amounts paid under this Guaranty Section 4 until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements or Equity Swap Agreements) have been paid in full, all Commitments under the this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents Documents, Hedging Agreements or Hedging Equity Swap Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of each of the Guarantors under Section 4.1 1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging AgreementsTransaction Documents, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee guaranty of or security for any of the Guaranteed 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 guarantorguarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreement in accordance with their terms, it being the intent of this Section 4.2 3 that the obligations of the Guarantors each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations Note Party for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been Guaranteed Obligations are paid in full, all Commitments under full (other than contingent indemnification obligations to the Credit extent no claim giving rise thereto has been asserted) and the Purchase Agreement have been has terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection accordance with monies received under the Credit Documents or Hedging Agreementsits terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging AgreementsDocuments, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Borrower's 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 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Borrower's Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging AgreementsDocuments. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. (a) The obligations of the Subsidiary Guarantors under Section 4.1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Loan Documents, Swap Contracts or Hedging Treasury Management Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed 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 guarantorguarantor (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 4.2 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower PRA 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 contingent indemnification or expense reimbursement obligations, Obligations under Treasury Management Agreements and any Affiliates Swap Contracts or Letters of Lenders entering into Hedging AgreementsCredit to the extent cash collateralized or appropriate backstop letters of credit have been issued) have been paid in full, all full and the Commitments under the Credit Agreement have been terminated and no Person expired or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:terminated.

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed 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 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Section 4 until such time as the Lenders (and any Affiliates affiliates of Lenders entering into Hedging Agreements) have been paid in fullfull in respect of all Guaranteed Obligations, all Commitments under the this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging AgreementsAgreements between any member of the Consolidated Group and any Lender, or any 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 more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Subsidiary Guarantors under Section 4.1 hereof this Article 4 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging AgreementsNote Documents, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed 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 guarantorguarantor (other than the payment in full of the Obligations), it being the intent of this Section 4.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Subsidiary Guarantor agrees that such Guarantor it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower Company or any other Guarantor of the Guaranteed Obligations guarantor for amounts paid under this Guaranty Article 4 until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have Purchaser has been paid in fullfull in respect of all Obligations, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders Purchaser in connection with monies received under the Credit Documents or Hedging AgreementsNote Documents. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any each Subsidiary Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Credit Party 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 4.2 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 any of the Borrower Borrowers or any other Guarantor of the Guaranteed Credit Party Obligations for amounts paid under this Guaranty Section 4 until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof are joint and several, absolute absolute, irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging Agreements, or any other agreement or instrument referred to thereintherein or relating thereto, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Credit Party 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 4.2 that the obligations of the Guarantors hereunder shall be absolute absolute, irrevocable and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Section 4 until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in fullfull in respect of all Credit Party Obligations, all Commitments under the this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging AgreementsAgreements between any Consolidated Party and any Lender, or any 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 more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute absolute, irrevocable and unconditional as described aboveabove and each Guarantor hereby waives any and all defenses that it may now or hereafter have arising out of any of the following or any other event set forth in this Section 4.2:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof hereunder are absolute and unconditional, joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Credit Documents or Hedging Agreements, Borrowers under this Agreement or any other agreement or instrument referred to therein, Loan Document or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawApplicable Law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.2 SECTION 15.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional unconditional, and joint and several, under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following that each Guarantor's obligations hereunder shall not alter or impair the liability of any Guarantor hereunder which shall remain be absolute and unconditional as described above:irrespective of: (a) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payments of, or in any other term of, all or any part of the Guaranteed Obligations, or any other amendment or waiver thereof or any consent to departure therefrom, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Obligor; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor.

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Loan Documents, Secured Swap Agreements or Hedging Secured Treasury Management Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed 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, it being the intent of this Section 4.2 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor 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 Affiliates of Lenders entering into Hedging AgreementsSecured Swap Agreement or Secured Treasury Management Agreement, in each case, not yet due and payable) have been paid in full, all full and the Commitments under the Credit Agreement have been terminated and no Person expired or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreementsterminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:

Obligations Unconditional. (a) The obligations of the U.S. Guarantors that are not Specified U.S. Obligors and the Non-U.S. Guarantors that are not Specified Non-U.S. Obligors under Section 4.1 hereof 11.01(a) are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Loan Documents or Hedging Agreements, or any other agreement or instrument referred documents relating to thereinthe Obligations, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorguarantor (other than payment in full of the Obligations (other than contingent indemnification obligations for which no claim or demand has been made)), it being the intent of this Section 4.2 11.02 that the obligations of the U.S. Guarantors that are not Specified U.S. Obligors and the Non-U.S. Guarantors that are not Specified Non-U.S. Obligors hereunder shall be absolute and unconditional under any and all circumstances. Each U.S. Guarantor that is not a Specified U.S. Obligor and each Non-U.S. Guarantor that is not a Specified Non-U.S. Obligor agrees that such Guarantor shall have no Guarantor’s right of subrogation, indemnity, reimbursement or contribution against the any Borrower or any other Guarantor of the Guaranteed Obligations Loan Party for amounts paid under this Guaranty Article XI shall be unconditionally postponed until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) Obligations have been paid in full, all full (other than contingent indemnification obligations for which no claim or demand has been made) and the Commitments under the Credit Agreement have been terminated and no Person expired or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:terminated.

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Documents, Swap Contracts or Hedging a Treasury Management Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed 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 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower Borrowers or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Section 4 until such time as the Lenders Banks (and any Affiliates affiliates of Lenders Banks entering into Hedging Swap Contracts or Treasury Management Agreements) have been paid in fullfull in respect of all Obligations, all Commitments under the this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders Banks in connection with monies received under the Credit Documents Documents, Swap Contracts or Hedging AgreementsTreasury Management Agreements between any member of the Consolidated Group and any Bank, or any affiliate of a Bank. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Documents, Swap Contracts or Hedging a Treasury Management Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Section 4 until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Swap Contracts or Treasury Management Agreements) have been paid in fullfull in respect of all Obligations, all Commitments under the this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents Documents, Swap Contracts or Hedging AgreementsTreasury Management Agreements between any Credit Party and any Lender, or any 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 more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging Agreements, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Credit Party 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 4.2 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 any of the Borrower Borrowers or any other Guarantor of the Guaranteed Credit Party Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof hereunder are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or the Hedging Agreements, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable 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 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such this Guaranty may be enforced by the Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any other of the Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right (including, without limitation, any rights under Section 26-7 et seq. of North Carolina General Statutes) to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Credit Party Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents. Each Guarantor further agrees that nothing contained herein shall prevent the Lenders from suing on the Notes or any of the other Credit Documents or Hedging Agreements. Without limiting the generality any of the foregoingHedging Agreements or foreclosing its security interest in or Lien on any collateral, if any, securing the Credit Party Obligations or from exercising any other rights available to it is agreed that, to the fullest extent permitted by lawunder this Credit Agreement, the occurrence Notes, any other of the Credit Documents, or any other instrument of security, if any, and the exercise of any one or more of the following aforesaid rights and the completion of any foreclosure proceedings shall not alter constitute a discharge of any of any Guarantor's obligations hereunder; it being the purpose and intent of each Guarantor that its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances. Neither any Guarantor's obligations under this Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or impair released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Borrower or by reason of the bankruptcy or insolvency of the Borrower. Each Guarantor waives any Guarantor hereunder which and all notice of the creation, renewal, extension or accrual of any of the Credit Party Obligations and notice of or proof of reliance of by any Agent or any Lender upon this Guarantee or acceptance of this Guarantee. The Credit Party Obligations, and any of them, shall remain absolute conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee. All dealings between the Borrower and unconditional as described above:any of the Guarantors, on the one hand, and the Agents and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee.

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging Agreements, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable 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 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Lenders Bank (and any Affiliates of Lenders the Bank entering into Hedging Agreements) have has been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders Bank in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof Company hereunder are joint and several, absolute and unconditional, unconditional irrespective of (a) the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Guaranteed Obligations, (b) any modification, amendment or Hedging Agreements, variation in or addition to the terms of any of the Guaranteed Obligations or any other agreement or instrument referred to therein, covenants in respect thereof or any substitutionsecurity therefor, (c) any extension of time for performance or waiver of performance of any covenant of any Designated Borrower or any failure or omission to enforce any right with regard to any of the Guaranteed Obligations, (d) any exchange, surrender, release or exchange of any other guarantee guaranty of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of or (e) any other circumstance whatsoever with regard to any of the Guaranteed Obligations which may or might otherwise in any manner constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.2 hereof that the obligations of the Guarantors Company hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees The Company hereby expressly waives diligence, presentment, demand, protest, and all notices whatsoever with regard to any of the Guaranteed Obligations and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against any Designated Borrower hereunder or under the Designation Letter of such Guarantor shall have no right Designated Borrower or any Note of subrogation, indemnity, reimbursement or contribution against the such Designated Borrower or any other Guarantor guarantor of or any security for any of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Obligations. Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:Agreement

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof 13.1 are absolute and unconditional, joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Credit Documents or Hedging Agreements, Borrower under this Agreement or any other agreement or instrument referred to thereinherein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable 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 4.2 13 that the obligations of the Guarantors hereunder shall be primary obligations of payment and not of collection, absolute and unconditional unconditional, joint and several, under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Lenders circumstances (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under defenses thereto are hereby waived by the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging AgreementsGuarantors). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder (and any Guarantor hereunder such defense are hereby waived), which shall remain absolute and unconditional as described above:: at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein shall be done or omitted; the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or any other agreement or instrument referred to herein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or any lien or security interest granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against the Borrower under this Agreement or any other agreement or instrument referred to herein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors expressly confirm that they shall obtain substantial direct and indirect benefit from the giving of the Guarantee pursuant to this Agreement.

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Credit Party 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 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Article IV until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Loan Documents, Swap Contracts or Hedging Cash Management Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Secured 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, it being the intent of this Section 4.2 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor 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 any Affiliates obligations arising under Cash Management Agreements that survive the termination of Lenders entering into Hedging Agreementsthis Agreement) have been paid in full, all full and the Commitments under the Credit Agreement have been expired or terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging AgreementsFacility 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 more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:

Obligations Unconditional. (a) The obligations of the Guarantors under Section 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Documents, Swap Agreements or Hedging Treasury Management Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawApplicable Law, irrespective of any 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 4.2 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 any Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Section 4 until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) Obligations have been paid in full, all full (other than contingent and indemnified obligations not then due and owing) and the Commitments under the Credit Agreement have been terminated and no Person expired or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreementsterminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any Guarantor or other guarantee of or security for any of the Guaranteed Credit Party 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 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Section 4 until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) Secured Parties have been paid in full, all Commitments under the this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders Secured Parties in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof 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 Hedging AgreementsLoan Documents, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed 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, it being the intent of this Section 4.2 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Article IV until such time as the Lenders Obligations (and any Affiliates of Lenders entering into Hedging Agreementsother than contingent indemnification obligations for which no claim has been asserted) have been paid in full, all full and the Commitments under the Credit Agreement have been terminated and no Person expired or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreementsterminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents, or any other agreement or instrument referred to in the Loan Documents shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any 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; (d) any Lien granted to, or in favor of, any Secured Party as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). With respect to its obligations hereunder, each Guarantor hereby expressly waives, to the extent permitted by applicable Law, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Secured Parties exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents, or any other agreement or instrument referred to in the Loan Documents, or against any other Person under any other guarantee of, or security for, any of the Obligations. 4.03

Obligations Unconditional. The obligations of all of the Guarantors under Section 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed 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 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Section 4 until such time as the Lenders (and any Affiliates of Lenders entering into Hedging AgreementsAgreements relating to the Obligations to the extent permitted hereunder) have been paid in fullfull in respect of all Guaranteed Obligations, all Commitments under the this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging AgreementsAgreements between any Credit Party and any Lender, or any 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 more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof each Fund Guarantor hereunder are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Loan Documents or Hedging Agreements, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense (other than payment or performance) of a surety or guarantor, it being the intent of this Section 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstancesFund Guarantor. Each Fund Guarantor agrees that such this Fund Borrower Guaranty may be enforced by Administrative Agent or the Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Notes or any of the other Loan Documents or any Collateral, if any, hereafter securing the Fund Guaranteed Obligations or otherwise and each Fund Guarantor shall have no hereby waives the right of subrogation, indemnity, reimbursement to require Administrative Agent or contribution the Lenders to make demand on or proceed against the any Borrower Party or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as Person (including a co-guarantor) or to require Administrative Agent or the Lenders (and to pursue any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and other remedy or enforce any other right. Each Fund Guarantor further agrees that no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from Administrative Agent or the Lenders in connection with monies received under the Credit Loan Documents. Each Fund Guarantor further agrees that nothing contained herein shall prevent Administrative Agent or the Lenders from suing on the Qualified Borrower Notes or any of the other Loan Documents or Hedging Agreements. Without limiting foreclosing its or their, as applicable, security interest in or Lien on any Collateral securing the generality 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 foregoingLoan Documents, it is agreed thator any other instrument of security, to and the fullest extent permitted by law, the occurrence exercise of any one or more of the following aforesaid rights and the completion of any foreclosure proceedings shall not alter constitute a discharge of any Fund Guarantor’s obligations hereunder. Neither any Fund Guarantor’s obligations under this Fund Borrower Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or impair released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of any Qualified Borrower or by reason of the bankruptcy or insolvency of any 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 by Administrative Agent or any Lender on this Fund Borrower Guaranty or acceptance of this Fund 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 Fund Borrower Guaranty. All dealings between any Qualified Borrower, on the one hand, and Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Fund 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 which shall remain absolute be limited to the maximum amount that is permissible under applicable Law (whether federal or state or otherwise and unconditional as described above:including, without limitation, Debtor Relief Laws).

Obligations Unconditional. The obligations of the Guarantors and the Borrower under Section 4.1 hereof 7.01 shall constitute a guaranty of payment of Guaranteed Obligations and, to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, and joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of the Credit Documents Borrower or Hedging Agreementsthe applicable Guarantor under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorGuarantor (except for payment in full (other than contingent indemnity obligations, it being unasserted expense reimbursement obligations, obligations and liabilities under Secured Cash Management Agreements and Secured Hedging Agreements with respect to which arrangements satisfactory to the intent applicable Cash Management Bank or Hedge Bank shall have been made, and Letters of Credit that have been cash collateralized in accordance with the terms of this Section 4.2 that Agreement, backstopped with a back to back letter of credit in a manner reasonably acceptable to the obligations applicable Issuing Bank or rolled into another credit facility to the sole satisfaction of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreementsapplicable Issuing Bank)). Without limiting the generality of the foregoingforegoing and subject to applicable law, it is agreed that, to the fullest extent permitted by law, that the occurrence of any one or more of the following 181 shall not alter or impair the liability of any Guarantor hereunder the Guarantors hereunder, which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:

Obligations Unconditional. The obligations of the Guarantors each Guarantor under Section 4.1 hereof this Article are joint and several, absolute and unconditionalunconditional (to the fullest extent permitted by applicable law), irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging AgreementsLoan Documents, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable 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 4.2 Article that the obligations of the Guarantors each Guarantor 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 X.L. Reinsurance or X.L. Insurance, as the Borrower or any other Guarantor of the Guaranteed Obligations case may be, for amounts paid under this Guaranty his Guarantee until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) Banks have been paid in full, all Commitments the Commitment under the Credit Agreement have has been terminated and no Person or Governmental Authority Official Body shall have any right to request any return or reimbursement of funds from the Lenders any Bank in connection with monies received under the Credit Documents or Hedging AgreementsLoan Documents. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, the occurrence of any one or more of the following shall not alter or impair the liability of any either Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof 2.1 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Loan Documents or Hedging Agreements, or any other agreement or instrument referred to therein, or any substitution, release compromise, release, impairment or exchange of any other guarantee of or security for any of the Guaranteed 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 4.2 2.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations guarantor for amounts paid under this Guaranty Section 2 until such time as the Lenders (and any Affiliates of the Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Loan Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Loan Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Section 4 until such time as the Lenders (and any Affiliates holders of Lenders entering into Hedging Agreements) the Guaranteed Obligations have been paid in fullfull in respect of all Guaranteed Obligations, all Commitments under the this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging AgreementsAgreements between any member of the Consolidated Group and any Lender, or any 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 more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of each Guarantor hereunder, subject to the Guarantors under limitations of Section 4.1 hereof 14.1, are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Transaction Documents or Hedging Agreements, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawApplicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being guarantor (other than the intent of this Section 4.2 that the obligations prior payment of the Guarantors hereunder shall be absolute and unconditional under any and all circumstancesamounts due). Each Guarantor agrees that such this Guaranty may be enforced by Administrative Agent on behalf of the Secured Parties without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any other of the Transaction Documents or any collateral, if any, hereafter securing the Aggregate Unpaids or otherwise and each Guarantor hereby waives the right to require Administrative Agent on behalf of the Secured Parties to make demand on or proceed against Borrower or any other Person or to require Administrative Agent on behalf of the Secured Parties to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) Aggregate Unpaids have been indefeasibly paid in fullfull in cash, all Commitments under the Credit this Agreement have been terminated and and, to the extent the Borrower or a Guarantor is party to any Insolvency Proceeding, no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders Administrative Agent or the other Secured Parties in connection with monies received under the Credit Transaction Documents. Each Guarantor further agrees that nothing contained herein shall prevent the Administrative Agent from enforcing the Transaction Documents or Hedging Agreements. Without limiting foreclosing its security interest in or Lien on any Collateral, if any, securing the generality Aggregate Unpaids or from exercising any other rights available to it under any of the foregoingTransaction Documents, it is agreed thator any other instrument of security, to if any, and the fullest extent permitted by law, the occurrence exercise of any one or more of the following aforesaid rights and the completion of any foreclosure proceedings shall not alter constitute a discharge of each 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 the Guarantors’ obligations under this Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or impair released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of the Borrower, the Servicer or the Originator or by reason of the bankruptcy or insolvency of the Borrower, the Servicer, the Originator or any Guarantor. Each Guarantor hereunder which waives any and all notice of the creation, renewal, extension or accrual of any of the Aggregate Unpaids and notice of or proof of reliance by the Administrative Agent or any other Secured Party on this Guaranty or acceptance of this Guaranty. The Aggregate Unpaids, and any part of them, shall remain absolute 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, the Servicer, the Originator and unconditional as described above:any Guarantor, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor hereby subordinates to the Aggregate Unpaids all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing by any the Borrower, the Servicer or the Originator to any Guarantor.

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof are joint and several, and, to the fullest extent permitted by applicable law, absolute and unconditional, irrespective of (i) the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Credit Party Obligations, and, to the fullest extent permitted by applicable law, irrespective of and (ii) 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 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Credit Party Obligations for amounts paid under this Guaranty Section 4 until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof 4.01 are joint and several, irrevocable, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Loan Documents or Hedging Agreements, or any other agreement or instrument referred documents relating to thereinthe Obligations, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorguarantor (other than the payment in full of all the Obligations (other than inchoate indemnification obligations and any other obligations which pursuant to the terms of any Loan Document specifically survive repayment of the Loans for which no claim has been made)), it being the intent of this Section 4.2 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Article IV until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) Obligations have been paid in full, all full (other than inchoate indemnification obligations and any other obligations which pursuant to the terms of any Loan Document specifically survive repayment of the Loans for which no claim has been made) and the Commitments under the Credit Agreement have been terminated and no Person expired or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreementsterminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by lawLaw, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Documents, Hedging Agreements or Hedging Treasury Management Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Credit Party 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 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Section 4 until such time as the Lenders Lender (and any Affiliates of Lenders the Lender entering into Hedging Agreements or Treasury Management Agreements) have has been paid in full, all Commitments under the this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders Lender in connection with monies received under the Credit Documents Documents, Hedging Agreements or Hedging Treasury Management Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. (a) The obligations liability of the Guarantors under Section 4.1 hereof are joint and severalINSW hereunder is primary, absolute and unconditional, irrespective unconditional and is exclusive and independent of any security for or other guaranty of the value, genuineness, validity, regularity or enforceability of any indebtedness of the Credit Documents or Hedging AgreementsBorrower, any Subsidiary Guarantor or any other agreement Guaranteed Party whether executed by INSW, any other guarantor or instrument referred by any other party, and the liability of INSW hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to thereinapplication of payment by the Borrower, any Subsidiary Guarantor or any substitutionother Guaranteed Party or by any other party, release (b) any other continuing or exchange other guaranty, undertaking or maximum liability of a Subsidiary Guarantor, any other guarantor or of any other guarantee of or security for any of party as to the Guaranteed Obligations, and(c) any payment on or in reduction of any such other guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, any Subsidiary Guarantor or any other Guaranteed Party, (e) to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever payment made to any Secured Creditor on the indebtedness which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorany Secured Creditor repays the Borrower, it being the intent of this Section 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Subsidiary Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and INSW waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (f) any action or inaction by the Secured Creditors as contemplated in paragraph (d) below or (g) any invalidity, irregularity or unenforceability of all or any part of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:security therefor.

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of the Credit Documents or Hedging AgreementsBorrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable 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 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations (except for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid payment in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:: at any time or from time to time, without notice to the Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted; the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; any Lien or security interest granted to, or in favor of, an L/C Issuer or any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or the release of any other Guarantor pursuant to Section 11.09 or otherwise. The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Loan Documents, Secured Swap Agreements or Hedging Secured Treasury Management Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed 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, it being the intent of this Section 4.2 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 any Borrower 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 contingent obligations that survive termination of this Agreement and any Affiliates of Lenders entering into Hedging Agreementsas to which no claim has been asserted and obligations under Secured Swap Agreements and Secured Treasury Management Agreements for which satisfactory arrangements have been made with the applicable Treasury Management Bank or Swap Bank) have been paid in full, all full and the Commitments under the Credit Agreement have been terminated and no Person expired or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreementsterminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed 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 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Section 4 until such time as the Lenders (and any Affiliates of Lenders entering into Hedging AgreementsAgreements relating to the Obligations to the extent permitted hereunder) have been paid in fullfull in respect of all Guaranteed Obligations, all Commitments under the this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging AgreementsAgreements between any member of the Consolidated Group and any Lender, or any 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 more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Loan Documents, Secured Swap Agreements or Hedging Secured Treasury Management Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed 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, it being the intent of this Section 4.2 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Article IV until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) Obligations have been paid in full, all Commitments full (other than (x) contingent indemnification obligations as to which no claim has been asserted and (y) obligations and liabilities under Secured Treasury Management Agreements and Secured Swap Agreements as to which arrangements satisfactory to the Credit Agreement applicable Treasury Management Bank or Swap Bank have been terminated made) and no Person the Commitments have expired or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreementsterminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Loan Documents or Hedging Agreements, or any other agreement or instrument referred documents relating to thereinthe Obligations, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorguarantor (other than the defense that the Loans have been paid in full), it being the intent of this Section 4.2 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Article IV until such time as the Lenders Obligations (other than (x) contingent indemnification or reimbursement obligations for which no claim has been asserted, (y) obligations and any Affiliates liabilities under Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of Lenders entering into Hedging AgreementsCredit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made or that have been Cash Collateralized in the amount of the Minimum Collateral Amount) have been paid in full, all full and the Revolving Commitments under the Credit Agreement have been terminated and no Person expired or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreementsterminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by lawLaw, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors each Guarantor under Section 4.1 hereof ------------------------- this Article are joint and severalirrevocable, absolute and unconditionalunconditional (to the fullest extent permitted by applicable law), irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging AgreementsTransaction Documents, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable 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 4.2 Article that the obligations of the Guarantors each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations Account Party, for amounts paid under this Guaranty Article X until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) Banks have been paid in full, all no Letter of Credit is outstanding, the Letter of Credit Participating Interest Commitments under the Credit this Agreement have been terminated and no Person or Governmental Authority Official Body shall have any right to request any return or reimbursement of funds from the Lenders any Bank in connection with monies received under the Credit Documents or Hedging AgreementsTransaction Documents. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, the occurrence of any one or more of the following shall not alter or impair the liability of any either Guarantor hereunder which shall remain irrevocable, absolute and unconditional as described above:

Obligations Unconditional. The obligations of Airgas and the U.S. Subsidiary Guarantors under Section 4.1 hereof are 12.1 with respect to the Credit Party Obligations, the obligations of the Canadian Guarantors under Section 12.1 with respect to the Canadian Obligations and the obligations of the Foreign Guarantors under Section 12.1 with respect to the Foreign Obligations are, in each case, joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Documents, Hedging Agreements between any Lender or Hedging AgreementsAffiliate of a Lender and the applicable Borrower, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Credit Party Obligations or the Canadian Obligations, as the case may be, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.2 12.2 that the respective 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 applicable Borrower or any other applicable Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Article XII until such time as the Lenders (and any Affiliates of Lenders entering into Hedging AgreementsAgreements with the applicable Borrower) have been paid in fullfull in respect of all Credit Party Obligations or all Canadian Obligations, as the case may be, all Commitments under the this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging AgreementsAgreements between the applicable Borrower and any Lender, or any 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 more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors each Guarantor under Section 4.1 hereof this Article are joint and severalirrevocable, absolute and unconditionalunconditional (to the fullest extent permitted by applicable law), irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging AgreementsTransaction Documents, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable 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 4.2 Article that the obligations of the Guarantors each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower any Account Party or any other Guarantor of the Guaranteed Obligations Borrower, for amounts paid under this Guaranty Article V until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) Banks have been paid in full, all no Guaranteed Obligation is outstanding, the -48- 54 Letter of Credit Participating Interest Commitments under the Credit this Agreement have been terminated and no Person or Governmental Authority Official Body shall have any right to request any return or reimbursement of funds from the Lenders any Bank in connection with monies received under the Credit Documents or Hedging AgreementsTransaction Documents. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, the occurrence of any one or more of the following shall not alter or impair the liability of any either Guarantor hereunder which shall remain irrevocable, absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof 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 Hedging AgreementsLoan Documents, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed 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 guarantorguarantor (other than the payment in full of the Obligations (other than contingent indemnification obligations for which no claim has been asserted)), it being the intent of this Section 4.2 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Article IV until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) Obligations have been paid in full, all full (other than contingent indemnification obligations for which no claim has been asserted) and the Commitments under the Credit Agreement have been terminated and no Person expired or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreementsterminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:above until the payment in full of the Obligations (other than contingent indemnification obligations for which no claim has been asserted):

Obligations Unconditional. The obligations of each Guarantor hereunder, subject to the Guarantors under limitations of Section 4.1 hereof 14.1, are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Transaction Documents or Hedging Agreements, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawApplicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being guarantor (other than the intent of this Section 4.2 that the obligations prior payment of the Guarantors hereunder shall be absolute and unconditional under any and all circumstancesamounts due). Each Guarantor agrees that such this Guaranty may be enforced by Administrative Agent on behalf of the Secured Parties without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any other of the Transaction Documents or any collateral, if any, hereafter securing the Aggregate Unpaids or otherwise and each Guarantor hereby waives the right to require Administrative Agent on behalf of the Secured Parties to make demand on or proceed against Borrower or any other Person or to require Administrative Agent on behalf of the Secured Parties to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) Aggregate Unpaids have been indefeasibly paid in fullfull in cash, all Commitments under the Credit this Agreement have been terminated and and, to the extent the Borrower or a Guarantor is party to any Insolvency Proceeding, no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders Administrative Agent or the other Secured Parties in connection with monies received under the Credit Transaction Documents. Each Guarantor further agrees that nothing contained herein shall prevent the Administrative Agent from enforcing the Transaction Documents or Hedging Agreements. Without limiting foreclosing its security interest in or Lien on any Collateral, if any, securing the generality Aggregate Unpaids or from exercising any other rights available to it under any of the foregoingTransaction Documents, it is agreed thator any other instrument of security, to if 140 any, and the fullest extent permitted by law, the occurrence exercise of any one or more of the following aforesaid rights and the completion of any foreclosure proceedings shall not alter constitute a discharge of each 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 the Guarantors’ obligations under this Guaranty nor any remedy for the enforcement thereof shall be impaired, modified, changed or impair released in any manner whatsoever by an impairment, modification, change, release, increase or limitation of the liability of the Borrower, the Servicer or the Originator or by reason of the bankruptcy or insolvency of the Borrower, the Servicer, the Originator or any Guarantor. Each Guarantor hereunder which waives any and all notice of the creation, renewal, extension or accrual of any of the Aggregate Unpaids and notice of or proof of reliance by the Administrative Agent or any other Secured Party on this Guaranty or acceptance of this Guaranty. The Aggregate Unpaids, and any part of them, shall remain absolute 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, the Servicer, the Originator and unconditional as described above:any Guarantor, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Each Guarantor hereby subordinates to the Aggregate Unpaids all debts, liabilities and other obligations, whether direct, indirect, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts, liabilities and obligations be evidenced by note, contract, open account, book entry or otherwise, owing by any the Borrower, the Servicer or the Originator to any Guarantor.

Obligations Unconditional. The Each Guarantor agrees that the obligations of the Guarantors under Section 4.1 hereof hereunder are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Operative Agreements or Hedging Agreementsthe Bond Documents, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed 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 4.2 6B.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such this Section 6B may be enforced by 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, the Certificates, any other of the Operative Agreements, the Bond Loan Documents, the Bond Documents or any collateral, if any, hereafter securing the Company Obligations or otherwise and each Guarantor shall have no hereby waives the right to require the Financing Parties to proceed against the Construction Agent, the Lessee or any other Person (including without limitation a co-guarantor) or to require the Financing Parties to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it hereby waives any and all right of subrogation, indemnity, reimbursement or contribution against the Borrower Lessee and the Construction Agent or any other Guarantor of the Guaranteed Company Obligations for amounts paid under this Guaranty Section 6B until such time as the Lenders (Loans, Holder Advances, accrued but unpaid interest, accrued but unpaid Holder Yield and any Affiliates of Lenders entering into Hedging Agreements) all other amounts owing under the Operative Agreements have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoingwaiver provisions of this Section 6B, it is agreed that, each Guarantor hereby waives any rights to require the fullest extent permitted by lawFinancing Parties to proceed against the Construction Agent, the occurrence Lessee or any co-guarantor or to require Lessor to pursue any other remedy or enforce any other right, including without limitation, any and all rights under N.C. Gen. Stat. § 26-7 through 26-9. Each Guarantor further agrees that nothing contained herein shall prevent the Financing Parties from suing on any Operative Agreement, Bond Loan Document or Bond Document or foreclosing any security interest in or Lien on any collateral, if any, securing the Company Obligations or from exercising any other rights available to it under any Operative Agreement, Bond Loan Document or Bond Document or any other instrument of security, if any, and the exercise of any one or more of the following aforesaid rights and the completion of any foreclosure proceedings shall not alter 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 impair for the benefit of any Financing Party shall reduce the Company Obligations by a corresponding amount (unless required to be rescinded at a later date). Neither any Guarantor's obligations under this Section 6B nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Construction Agent or the Lessee or by reason of the bankruptcy or insolvency of the Construction Agent or the Lessee. Each Guarantor waives any Guarantor hereunder which and all notice of the creation, renewal, extension or accrual of any of the Company Obligations and notice of or proof of reliance by any Financing Party upon this Section 6B or acceptance of this Section 6B. The Company Obligations shall remain absolute conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Section 6B. All dealings between the Construction Agent, the Lessee and unconditional as described above:any of the Guarantors, on the one hand, and the Financing Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Section 6B.

Obligations Unconditional. The Guarantor hereby agrees that, except as hereinafter provided, its obligations of the Guarantors under Section 4.1 hereof are joint and several, absolute and this Guaranty shall be unconditional, irrespective of (i) the value, genuineness, validity, regularity validity or enforceability of Borrower's Liabilities or any part thereof, or of any promissory note or other document evidencing all or any part of Borrower's Liabilities, (ii) the Credit Documents absence of any attempt to collect Borrower's Liabilities from Borrower or Hedging Agreementsany other guarantor or other action to enforce the same, (iii) the waiver or consent by LaSalle with respect to any provision of any instrument evidencing Borrower's Liabilities, or any part thereof, or any other agreement heretofore, now or instrument referred hereafter executed by Borrower and delivered to thereinLaSalle, (iv) failure by LaSalle to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for Borrower's Liabilities, (v) the institution of any proceeding under Chapter 11 of Title 11 of the United States Code (11 U.S.C. ss.101 et seq.), as amended (the "Bankruptcy Code"), or any substitutionsimilar proceeding, release by or exchange of against Borrower, or LaSalle's election in any other guarantee of or security for any such proceeding of the Guaranteed Obligationsapplication of Section 1111(b)(2) of the Bankruptcy Code, and(vi) any borrowing or grant of a security interest by Borrower as debtor-in- possession, to under Section 364 of the fullest extent permitted by applicable lawBankruptcy Code, irrespective (vii) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of LaSalle's claim(s) for repayment of Borrower's Liabilities, or (viii) any other circumstance whatsoever which might otherwise 2 constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:.

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof 12.1 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Loan Documents or Hedging Agreements, or any other agreement or instrument referred documents relating to thereinthe Obligations, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed 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 guarantorguarantor (other than payment in full of the Obligations), it being the intent of this Section 4.2 12.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Section 12 until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) Obligations have been paid in fullfull and this Agreement has expired or terminated. With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all Commitments notices whatsoever, and any requirement that Lender exhaust any right, power or remedy or proceed against any Person under any of the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Loan Documents or Hedging Agreementsany other document relating to the Obligations, or against any other Person under any other guarantee of, or security for, any of the Obligations. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Loan Documents, Guaranteed Swap Agreements or Hedging Guaranteed Treasury Management Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed 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, it being the intent of this Section 4.2 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Article IV until such time as the Lenders Obligations (and any Affiliates of Lenders entering into Hedging Agreementsother than contingent indemnity obligations) have been paid in full, all full and the Commitments under the Credit Agreement have been terminated and no Person expired or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreementsterminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents, any Guaranteed Swap Agreement, or any Guaranteed Treasury Management Agreement, or any

Obligations Unconditional. The obligations of the Guarantors each Guarantor under Section 4.1 hereof are joint and severalthis Guaranty shall be continuing, absolute and unconditional, irrespective of (i) the valueinvalidity or unenforceability of the Note Agreement, genuinenessthe Notes, validitythe other Transaction Documents or any other agreements, regularity documents, certificates and instruments now or enforceability hereafter executed or delivered by the Company, any other Guarantor or any other Person in connection with the Note Agreement or any other Transaction Document or any provision thereof; (ii) the absence of any attempt by Prudential, any Holder or the Collateral Agent to collect the Guarantied Obligations or any portion thereof from the Company, any other Guarantor or any other Person or other action to enforce the same; (iii) any action taken by Prudential or any Holder whether or not authorized by this Guaranty; (iv) any failure by Prudential, any Holder or the Collateral Agent to acquire, perfect or maintain any security interest or lien in, or take any steps to preserve its rights to, any security for the Guarantied Obligations or any portion thereof or for the liability of such Guarantor hereunder or the liability of the Company, any other Guarantor or any other Person or any or all of the Guarantied Obligations; (v) any defense arising by reason of any disability or other defense (other than a defense of payment, unless the payment on which such defense is based was or is subsequently invalidated, declared to be fraudulent or preferential, otherwise avoided and/or required to be repaid to the Company or any Guarantor, as the case may be, or the estate of any such party, a trustee, receiver or any other Person under any bankruptcy law, state or federal law, common law or equitable cause, in which case there shall be no defense of payment with respect to such payment) of the Company or any other Person liable on the Guarantied Obligations or any portion thereof; (vi) Prudential’s, any Holder’s or the Collateral Agent’s election, in any proceeding instituted under Chapter 11 of Title 11 of the Federal Bankruptcy Code (11 U.S.C. §101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code; (vii) any borrowing or grant of a security interest to Prudential, any Holder or the Collateral Agent by the Company as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (viii) the disallowance or avoidance of all or any portion of Prudential’s or any Holder’s claim(s) for repayment of the Guarantied Obligations under the Bankruptcy Code or any similar state law or the avoidance, invalidity or unenforceability of any Lien securing the Guarantied Obligations or the liability of any Guarantor hereunder or under any of the Credit other Transaction Documents or Hedging Agreements, of the Company or any other agreement guarantor of all or instrument referred to thereinany part of the Guarantied Obligations; (ix) any amendment to, waiver or modification of, or consent, extension, indulgence or other action or inaction under or in respect of the Note Agreement, the Notes, the other Transaction Documents or any substitutionother agreements, release documents, certificates and instruments now or exchange hereafter executed or delivered by the Company or any Guarantor or any other guarantor in connection with the Note Agreement (including the issuance of Notes from time to time under the Note Agreement and any increase in the interest rate on the Notes); (x) any change in any provision of any applicable law or regulation; (xi) any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, binding on or affecting any Guarantor, the Company or any other guarantor or any of their assets; (xii) the articles of incorporation or articles of organization (as the case may be), or the by-laws or limited liability company agreement (as the case may be) of any Guarantor or the Company or any other guarantor; (xiii) any mortgage, indenture, lease, contract, or other agreement (including any agreement with stockholders), instrument or undertaking to which any Guarantor or the Company is a party or which purports to be binding on or affect any such Person or any of its assets; (xiv) any bankruptcy, insolvency, readjustment, composition, liquidation or similar proceeding with respect to the Company, any Guarantor or any other guarantor of all or any portion of any Guarantied Obligations or any such Person’s property and any failure by Prudential or any Holder to file or enforce a claim against the Company, any Guarantor or any such other Person in any such proceeding; (xv) any failure on the part of the Company for any reason to comply with or perform any of the terms of any other guarantee of agreement with any Guarantor; or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of (xvi) 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 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:.

Obligations Unconditional. The obligations of the Guarantors each Guarantor under Section 4.1 hereof this Article are joint and severalirrevocable, absolute and unconditionalunconditional (to the fullest extent permitted by applicable law), irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging AgreementsTransaction Documents, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable 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 4.2 Article that the obligations of the Guarantors each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations Account Party, for amounts paid under this Guaranty Article X until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) Banks have been paid in full, all no Letter of Credit is outstanding, the Letter of Credit Commitments under the Credit this Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders any Bank in connection with monies received under the Credit Documents or Hedging AgreementsTransaction Documents. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable 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 irrevocable, absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any the Guaranteed Obligations of the Credit Documents or Hedging AgreementsBorrowers under this Agreement, the Notes, if any, or any other agreement or instrument Loan Document referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable 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 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations (except for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid payment in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:: (i) at any time or from time to time, without notice to the Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted; (iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; (iv) any Lien or security interest granted to, or in favor of, any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be or remain perfected or the existence of any intervening Lien or security interest; or (v) the release of any other Guarantor pursuant to Section 11.09. The Guarantors hereby expressly waive (to the fullest extent permitted by Law) diligence, presentment, demand of payment, protest and, to the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrowers under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the

Obligations Unconditional. 63 CHAR1\0000000x0 The obligations of the Guarantors under Section 4.1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Loan Documents or Hedging Agreements, or any other agreement or instrument referred documents relating to thereinthe Obligations, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorguarantor (other than the defense that the Loans have been paid in full), it being the intent of this Section 4.2 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Article IV until such time as the Lenders Obligations (other than (x) contingent indemnification or reimbursement obligations for which no claim has been asserted, (y) obligations and any Affiliates liabilities under Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of Lenders entering into Hedging AgreementsCredit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made or that have been Cash Collateralized in the amount of the Minimum Collateral Amount) have been paid in full, all full and the Revolving Commitments under the Credit Agreement have been terminated and no Person expired or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreementsterminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by lawLaw, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof 12.1 [The Guaranty] are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Loan Documents, Lender Provided Interest Rate Xxxxxx, Lender Provided Foreign Currency Xxxxxx or Hedging AgreementsOther Lender Provided Financial Service Products, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, 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 4.2 12.2 [Obligations Unconditional] that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Section 12 [Guaranty] until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) Obligations have been paid in full, all full and the Commitments under the Credit Agreement have been terminated and no Person expired or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreementsterminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof 13.1 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging AgreementsLoan Documents, the Bank Product Agreements or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawApplicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.2 13.2 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 any Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Section 13 until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreementsthe Bank Product Providers) have been paid in full, all Commitments under the this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Loan Documents between any Credit Documents Party and any Lender, or Hedging Agreementsany Bank Product Agreement between any Credit Party and any Bank Product Provider. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under ------------------------- Section 4.1 3.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of this Agreement or the Credit Documents or Hedging AgreementsNote, or any other agreement or instrument referred to thereinherein or therein or relating hereto or thereto, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable 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 4.2 3.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor of the Guarantors agrees that such Guarantor it shall have no right fight of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations guarantor for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have Bank has been paid in full, all Commitments full under the Credit Agreement have Documents, the Commitment has been terminated terminated, and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders Bank in connection with monies received under the Credit Documents or Hedging AgreementsDocuments. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor the Guarantors hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 paragraph 12B hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of this Agreement or the Credit Documents or Notes, the Hedging Agreements, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable 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 4.2 paragraph 12B that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower Company or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Lenders holder of the Notes (and any Affiliates affiliates of Lenders holders of the Notes entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders holders of the Notes in connection with monies received under the Credit Documents this Agreement or the Notes or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors US Borrower under Section 4.1 10.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging AgreementsLoan Documents, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Secured 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 4.2 10.2 that the obligations of the Guarantors hereunder US Borrower hereunder, as a Guarantor, shall be absolute and unconditional under any and all circumstances. Each Guarantor US Borrower agrees that such Guarantor it shall have no right of subrogation, indemnity, reimbursement or contribution against the any other Borrower or any other Guarantor of the Guaranteed Obligations Payment for amounts paid under this Guaranty Article X until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) Secured Obligations have been irrevocably paid in fullfull (other than (i) contingent obligations which by their terms survive the termination of this Agreement and (ii) Secured Hedge Obligations or obligations and liabilities under Bank Product Agreements or Hedge Agreements, all Commitments under in each case as to which arrangements satisfactory to the Credit Agreement applicable Lender (or an entity that is an affiliate of such Lender)Secured Party shall have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreementsmade). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any US Borrower as a Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under ------------------------- Section 4.1 hereof are joint and several, absolute and unconditionalunconditional (to the fullest extent permitted by applicable law), irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging Agreements, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Borrower's 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 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Borrower's Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof 2(a) are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Documents, any Secured Swap Contracts, any Secured Treasury Management Agreements or Hedging Agreementsany Secured Bilateral Letters of Credit, or any other agreement or instrument referred to therein, or any substitution, release release, impairment, non-perfection or exchange of any other guarantee of or security for any of the Guaranteed 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 4.2 2(b) that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower Borrowers or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Section 2 until such time as the Lenders Banks (and or any Affiliates other Swap Banks, Treasury Management Banks or Bilateral Letter of Lenders entering into Hedging AgreementsCredit Banks) have been paid in fullfull in respect of all Obligations, all the Aggregate Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders Banks (or any other Swap Banks, Treasury Management Banks or Bilateral Letter of Credit Banks) in connection with monies received under the Credit Documents Documents, the Secured Swap Contracts, the Secured Treasury Management Agreements or Hedging Agreementsthe Secured Bilateral Letters of Credit between any member of the Consolidated Group and any Bank (or any other Swap Bank, Treasury Management Bank or Bilateral Letter of Credit Bank). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. (a) The obligations of the Guarantors under Section 4.1 hereof 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 Hedging Agreements, or any other agreement or instrument referred documents relating to thereinthe Obligations, or any substitution, release compromise, release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorguarantor (other than payment or performance), it being the intent of this Section 4.2 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Article 4 until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) Obligations have been paid in full, all Commitments under full and the Credit Agreement commitments relating thereto have been terminated and no Person expired or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreementsterminated. Without limiting the generality of the foregoing, it (b) It is agreed that, to the fullest extent permitted by lawLaw, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:: (i) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; or (ii) any of the acts mentioned in any of the provisions of any of the Credit Documents, or other documents relating to the obligations or any other agreement or instrument referred to therein shall be done or omitted. (c) With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest, notice of acceptance of 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 requirement that the Administrative Agent or any holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Credit Documents or any other documents relating to the Obligations or any other agreement or instrument referred to therein, or against any other Person under any other guarantee of, or security for, any of the Obligations.

Obligations Unconditional. The obligations of each of the Guarantors under Section 4.1 1 hereof are joint and severalirrevocable, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging AgreementsTransaction Documents, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee guaranty of or security for any of the Guaranteed 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 guarantorguarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 4.2 3 that the obligations of the Guarantors each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations Note Party for amounts paid under this Guaranty and no obligation hereunder can impaired by any counterclaim, set-off, recoupment, deduction or defense based on any claim a Guarantor may have, until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been Guaranteed Obligations are paid in full, all Commitments under full (other than contingent indemnification obligations to the Credit Agreement extent no claim giving rise thereto has been asserted) and the Purchase Agreements 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 accordance with monies received under the Credit Documents or Hedging Agreementsits terms. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by applicable law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Documents, Swap Agreements or Hedging Treasury Management Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawApplicable Law, irrespective of any 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 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Section 4 until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) Obligations have been paid in full, all full and the Commitments under the Credit Agreement have been terminated and no Person expired or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreementsterminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Credit Documents, any Swap Agreement between any Credit Party and any Swap Provider, or any Treasury Management Agreement between any Credit Party and any Treasury Management 71

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed 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 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Section 4 until such time as the Lenders (and any Affiliates holders of Lenders entering into Hedging Agreements) the Guaranteed Obligations have been paid in fullfull in respect of all Guaranteed Obligations, all Commitments under the this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements49 Agreements between any member of the Consolidated Group and any Lender, or any 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 more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations (a) Each of the Borrower and each of the Guarantors under Section 4.1 hereof are joint hereby jointly and several, absolute and unconditional, irrespective severally guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the valueLoan Documents, genuineness, validity, regularity or enforceability regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Credit Documents or Hedging AgreementsLender with respect thereto. Each Guarantor agrees that its guarantee constitutes a guaranty of payment when due and not of collection, or and waives any other agreement or instrument referred right to therein, or require that any substitution, release or exchange of resort be had by the Lender to any other guarantee of or security held for any payment of the Guaranteed Obligations, and, Obligations or to the fullest extent permitted by applicable law, irrespective any balance of any deposit account or credit on the books of the Lender in favor of the Borrower or for any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense reason. The liability of a surety or guarantor, it being the intent of this Section 4.2 that the obligations Borrower and each of the Guarantors hereunder shall be absolute and unconditional under unconditional, joint and several, irrespective of: (i) any and lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) any extension or change in the time, manner or place of payment of, or in any other term in respect of, all circumstances. Each Guarantor agrees that such Guarantor shall have no right or any of subrogationthe Guaranteed Obligations (including, indemnitywithout limitation, reimbursement any extension for longer than the original period), or contribution against any other amendment or waiver of or consent to any departure from any provision of any Loan Document; (iii) any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Obligations; or (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower or any other Guarantor guarantor in respect of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:Guarantors in respect hereof.

Obligations Unconditional. (a) The obligations of the Subsidiary Guarantors under Section 4.1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Loan Documents, Swap Contracts or Hedging Treasury Management Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed 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 guarantorguarantor (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 4.2 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each CREDIT AGREEMENT PRA GROUP, INC. CHAR1\1811758v6 Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower PRA 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 contingent indemnification or expense reimbursement obligations, Obligations under Treasury Management Agreements and any Affiliates Swap Contracts or Letters of Lenders entering into Hedging AgreementsCredit to the extent cash collateralized or appropriate backstop letters of credit have been issued) have been paid in full, all full and the Commitments under the Credit Agreement have been terminated and no Person expired or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:terminated.

Obligations Unconditional. The obligations (a) Each of the Guarantors under Section 4.1 hereof are joint hereby jointly and severalseverally guarantees that, absolute and unconditionalsubject to the Limitation, irrespective the Guaranteed Obligations of such Guarantor will be paid strictly in accordance with the terms of the valueLoan Documents, genuineness, validity, regularity or enforceability regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Credit Documents or Hedging AgreementsLenders with respect thereto. Each Guarantor agrees that its guarantee constitutes a guaranty of payment when due and not of collection, or and waives any other agreement or instrument referred right to therein, or require that any substitution, release or exchange of resort be had by the Lenders to any other guarantee of or security held for any payment of the Guaranteed Obligations, and, Obligations or to the fullest extent permitted by applicable law, irrespective any balance of any deposit account or credit on the books of the Lenders in favor of any Borrower or for any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense reason. The liability of a surety or guarantor, it being the intent of this Section 4.2 that the obligations each of the Guarantors hereunder shall be absolute and unconditional under unconditional, joint and several, irrespective of: (i) any and lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; (ii) any extension or change in the time, manner or place of payment of, or in any other term in respect of, all circumstances. Each Guarantor agrees that such Guarantor shall have no right or any of subrogationthe Guaranteed Obligations (including, indemnitywithout limitation, reimbursement any extension for longer than the original period), or contribution against any other amendment or waiver of or consent to any departure from any provision of any Loan Document; (iii) any exchange or release of, or non- perfection of any lien on or security interest in, any Collateral, or any release or amendment or waiver of or consent to any departure from any other guaranty, for all or any of the Guaranteed Obligations; or (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Borrower or any other Guarantor guarantor in respect of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:Guarantors in respect hereof.

Obligations Unconditional. The Subject to Section 4.8, the obligations of the Guarantors under Section 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Documents, Hedging Agreements or Hedging Equity Swap Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Credit Party 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 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Credit Party Obligations for amounts paid under this Guaranty Section 4 until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements or Equity Swap Agreements) have been paid in full, all Commitments under the this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents Documents, Hedging Agreements or Hedging Equity Swap Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The If applicable, the obligations of the any Guarantors under Section 4.1 hereof 11.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Documents, other documents relating to the Obligations, or Hedging AgreementsSwap Contracts, or any other agreement or instrument referred to therein, or any substitution, release compromise, release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaws, 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 4.2 11.02 that the obligations of the any Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each If applicable, each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Article XI until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) Obligations have been irrevocably paid in full, all full and the Commitments under the Credit Agreement relating thereto have expired or been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreementsterminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by lawapplicable Laws, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity validity or enforceability of any of the Loan Documents, Credit Documents Facility Swap Contracts or Hedging Secured Treasury Management Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed 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 guarantorguarantor (other than the indefeasible payment in full in cash of all the Obligations), it being the intent of this Section 4.2 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Article IV until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) Obligations have been paid in full, all full (other than unasserted indemnification and expense reimbursement obligations and obligations and liabilities under Credit Facility Swap Contracts and Secured Treasury Management Agreements that are not yet due and payable) and the Revolving Commitments under the Credit Agreement have been terminated and no Person expired or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreementsterminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Loan Documents or Hedging Agreements, or any other agreement or instrument referred documents relating to thereinthe Obligations, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed 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 guarantorguarantor (other than payment in full of the Obligations (other than contingent indemnification obligations) and the expiration or termination of the Commitments), it being the intent of this Section 4.2 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Article IV until such time as the Lenders Obligations (and any Affiliates of Lenders entering into Hedging Agreementsother than contingent indemnification obligations) have been paid in fullfull and the Commitments have expired or terminated. Upon the payment in full of the Obligations (other than contingent indemnification obligations) and the expiration or termination of the Commitments, all Commitments under each Guarantor shall be subrogated to the Credit Agreement have been terminated rights of the Administrative Agent 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 to the extent of any payment made by such Guarantor under the Credit Documents or Hedging Agreementsthis Article IV. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by lawLaw, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging Agreementsdocuments relating to applicable interest rate protection agreements with one or more Credit Parties , or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable 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 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreementsinterest rate protection agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreementsinterest rate protection agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof hereunder are absolute and unconditional, joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any the obligations of the Credit Documents or Hedging Agreements, Borrowers under this Agreement or any other agreement or instrument referred to therein, Loan Document or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawApplicable Law, irrespective of any other circumstance whatsoever which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.2 15.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional unconditional, and joint and several, under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following that each Guarantor's obligations hereunder shall not alter or impair the liability of any Guarantor hereunder which shall remain be absolute and unconditional as described above:irrespective of: (a) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (b) any change in the time, manner or place of payments of, or in any other term of, all or any part of the Guaranteed Obligations, or any other amendment or waiver thereof or any consent to departure therefrom, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Borrower or otherwise; (c) any taking, exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guaranty for all or any of the Guaranteed Obligations; (d) any change, restructuring or termination of the corporate structure or existence of any Obligor; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor.

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof hereunder are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging AgreementsDocuments, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable 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 4.2 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 other security or collateral and without the necessity at any time of having recourse to the Notes or any other of the Credit Documents or any collateral, if any, hereafter securing the Credit Party Obligations or otherwise and each Guarantor hereby waives the right to require the Lenders to proceed against the Borrower or any other Person (including a co-guarantor) or to require the Lenders to pursue any other remedy or enforce any other right. Each Guarantor further agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Credit Party Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging AgreementsDocuments. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following Each Guarantor further agrees that nothing contained herein shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:prevent the

Obligations Unconditional. The respective obligations of the Guarantors under Section 4.1 hereof are joint and several, absolute and unconditional, 55 37 irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging Agreements, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable 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 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor The Borrower and Lender agrees that each Guarantor shall, to the extent of any payments made by such Guarantor under this Section 4, be subrogated to the rights, claims and interests of the Lenders so paid, provided, however that no Guarantor shall have no right of subrogationrecover on any such right, claim or interest arising through subrogation or any indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Section 4 until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof are joint and several, absolute absolute, irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging Agreements, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable 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 4.2 that the obligations of the Guarantors hereunder shall be absolute absolute, irrevocable and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Section 4 until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute absolute, irrevocable and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging Agreements, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable 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 4.2 that the obligations of each of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Section 4 until such time as all of the Lenders (and any Affiliates of Lenders entering into Hedging AgreementsAgreements (to the extent permitted hereunder)) have been paid in full, all Commitments under 73 44 the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 3.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging Interest Rate Protection Agreements, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Subsidiary Guaranteed 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 guarantorGuarantor, it being the intent of this Section 4.2 3.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Subsidiary Guaranteed Obligations for amounts paid under this Guaranty Section 3 until such time as the Lenders Banks (and any Affiliates of Lenders Banks entering into Hedging Interest Rate Protection Agreements) have been paid in full, all Commitments the Revolving Credit Commitment under the this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders Banks in connection with monies received under the Credit Documents or Hedging Interest Rate Protection Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof 13.1 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Loan Documents, Hedge Agreement or Hedging Cash Management Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Secured 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, it being the intent of this Section 4.2 13.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Article XIII until such time as the Lenders Secured Obligations under the Loan Documents (other than contingent indemnification and any Affiliates of Lenders entering into Hedging Agreementsexpense reimbursement obligations not then due or asserted) have been paid in full, all full and the Commitments under the Credit Agreement have been terminated and no Person expired or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreementsterminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging Agreements, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable 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 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:alter

Obligations Unconditional. The undersigned hereby agrees that the obligations of the Guarantors undersigned under Section 4.1 hereof are joint and severalthis Guaranty shall be continuing, absolute and unconditional, irrespective of (i) the value, genuineness, validity, regularity invalidity or enforceability unenforceability of any part or all of the Credit Documents Guaranteed Indebtedness or Hedging Agreements, any Document; (ii) the absence of any attempt to collect the Guaranteed Indebtedness from SCTC or from any other guarantor of the Guaranteed Indebtedness or any other agreement action to enforce the same or instrument referred to therein, or realize upon any substitution, release or exchange of any other guarantee of or security for any thereof; (iii) the waiver or consent by the Agent or any Holder with respect to any provision of any Document or applicable law; (iv) any failure by the Agent or any Holder to acquire, perfect or maintain a security interest in, or take any steps to preserve its rights to, any security or collateral for the Guaranteed Indebtedness, this Guaranty or any other guaranty of the Guaranteed ObligationsIndebtedness; (v) any defense arising by reason of any disability or other defense (other than a defense of payment, andunless the payment on which such defense is based was or is subsequently invalidated, declared to be fraudulent or preferential, otherwise, avoided and/or required to be repaid to or for the benefit of SCTC, in which case there shall be no defense of payment with respect to such payment) of SCTC or any endorser, guarantor, comaker or any other Person; (vi) the Agent's or a Holder's election, in any proceeding instituted under Chapter 11 of Title 11 of the Bankruptcy Code (11 U.S.C. Section 101 et seq.), of the application of Section 1111(b)(2) of the Bankruptcy Code; (vii) any borrowing or grant of a security interest by SCTC, as a debtor-in-possession, under Section 364 of the Bankruptcy Code; (viii) the disallowance or avoidance of all or any portion of a Holder's claim(s) for repayment of the Guaranteed Indebtedness under the Bankruptcy Code or the avoidance of any security for the Guaranteed Indebtedness; (ix) any errors or omissions by a Holder with respect to the fullest extent permitted by applicable law, irrespective administration of the Guaranteed Indebtedness or any security therefor or which might change the scope of the undersigned's rights hereunder; (x) the acceptance of additional parties primarily or secondarily liable on the Guaranteed Indebtedness; or (xi) 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 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:.

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof hereunder are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging Agreementsthis Agreement, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, andherein, 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 4.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such this guaranty may be enforced by the 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 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 Lender to proceed against any other Guarantor or any other Person (including a co-guarantor) or to require the Lender to pursue any other remedy or enforce any other right. Each Guarantor further agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower any other Guarantor (or any other Guarantor guarantor of the Guaranteed Obligations Obligations) for amounts paid under this Guaranty guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have Lender has been paid in full, all Commitments under the Credit Agreement have been terminated full and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders Lender in connection with monies received under this Agreement. Each Guarantor further agrees that nothing contained herein shall prevent the Credit Documents Lender from suing in any jurisdiction on this Agreement or Hedging Agreements. Without limiting any other Loan Document or foreclosing its security interest in or Lien on any collateral, if any, securing the generality Guaranteed Obligations or from exercising any other rights available to it under this Agreement or any instrument of security, if any, and the exercise of any of the foregoing, it is agreed that, to aforesaid rights and the fullest extent permitted by law, the occurrence completion of any one or more of the following foreclosure proceedings shall not alter 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 impair released in any manner whatsoever (i) by an impairment, modification, change, release or limitation of the liability of any other 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 hereunder which 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 Lender upon this guaranty or acceptance of this guaranty. The Guaranteed Obligations, and any of them, shall remain absolute 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 Borrowers and unconditional as described above:the Guarantors, on the one hand, and the Lender, 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 US Borrower under Section 4.1 10.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging AgreementsLoan Documents, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Secured 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 4.2 10.2 that the obligations of the Guarantors hereunder US Borrower hereunder, as a Guarantor, shall be absolute and unconditional under any and all circumstances. Each Guarantor US Borrower agrees that such Guarantor it shall have no right of subrogation, indemnity, reimbursement or contribution against the any other Borrower or any other Guarantor of the Guaranteed Obligations Payment for amounts paid under this Guaranty Article X until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) Secured Obligations have been irrevocably paid in fullfull (other than (i) contingent obligations which by their terms survive the termination of this Agreement and (ii) Secured Hedge Obligations or obligations and liabilities under Bank Product Agreements, all Commitments under in each case as to which arrangements satisfactory to the Credit Agreement applicable Secured Party shall have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreementsmade). Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any US Borrower as a Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof 12.1 [The Guaranty] are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Loan Documents, Lender Provided Interest Rate Xxxxxx, Lender Provided Foreign Currency Xxxxxx or Hedging AgreementsOther Lender Provided Financial Service Products, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, 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 4.2 12.2 [Obligations Unconditional] that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Section 12 [Guaranty] until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) Obligations have been paid in full, all full and the Commitments under the Credit Agreement have been terminated and no Person expired or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreementsterminated. Without 126 limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Subsidiary Guarantors under Section 4.1 3.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or Hedging Interest Rate Protection Agreements, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Subsidiary Guaranteed 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 guarantorSubsidiary Guarantor, it being the intent of this Section 4.2 3.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Subsidiary Guarantor agrees that such Subsidiary Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Subsidiary Guarantor of the Subsidiary Guaranteed Obligations for amounts paid under this Subsidiary Guaranty until such time as the Lenders Banks (and any Affiliates of Lenders Banks entering into Hedging Interest Rate Protection Agreements) have been paid in full, all the Total Commitments under the this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders Banks in connection with monies received under the Credit Documents or Hedging Interest Rate Protection Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Subsidiary Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Loan Documents or Hedging Agreements, or any other agreement or instrument referred documents relating to thereinthe Obligations, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable lawLaw, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorguarantor (other than the defense that the Loans have been paid in full), it being the intent of this Section 4.2 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Article IV until such time as the Lenders Obligations (other than (x) contingent indemnification or reimbursement obligations for which no claim has been asserted, (y) obligations and any Affiliates liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of Lenders entering into Hedging AgreementsCredit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made or that have been Cash Collateralized in the amount of the Minimum Collateral Amount) have been paid in full, all full and the Revolving Commitments under the Credit Agreement have been terminated and no Person expired or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreementsterminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by lawLaw, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of any of the Loan Documents or any other document relating to the Obligations shall be done or omitted; (c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or any other document relating to the Obligations 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; (d) any Lien granted to, or in favor of, the Administrative Agent or any other holder of the Obligations as security for any of the Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including 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). With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever (other than any notices required to be delivered pursuant to the terms of the Loan Documents) and any requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents or any other document relating to the Obligations or against any other Person under any other guarantee of, or security for, any of the Obligations. 4.03

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Loan Documents or Hedging Agreements, or any other agreement or instrument referred documents relating to thereinthe Obligations, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed 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, other than payment in full, it being the intent of this Section 4.2 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Article IV until such time as the Lenders Obligations (and any Affiliates of Lenders entering into Hedging Agreementsother than contingent indemnification obligations) have been paid in fullfull and the Commitments have expired or terminated. Upon the payment in full of the Obligations (other than contingent indemnification obligations) and the expiration or termination of the Commitments, all Commitments each Guarantor shall be subrogated to the rights of the holders of the Obligations to the extent of any payment made by such Guarantor under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreementsthis Article IV. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by lawLaw, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 15.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Loan Documents or Hedging Agreements, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable 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 4.2 15.2 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in fullfull in cash, all Commitments under the Credit Agreement have been terminated, all Hedging Agreements have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Loan Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder which shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors under Section 4.1 hereof 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Loan Documents, Secured Swap Agreements or Hedging Secured Treasury Management Agreements, or any other agreement or instrument referred to therein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed 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, it being the intent of this Section 4.2 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Article IV until such time as the Lenders Obligations (and any Affiliates of Lenders entering into Hedging Agreementsother than contingent indemnity obligations) have been paid in full, all full and the Commitments under the Credit Agreement have been terminated and no Person expired or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreementsterminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder hereunder, which shall remain absolute and unconditional as described above:: (a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived;