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 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 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 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 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 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 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 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 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 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 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 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 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 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. 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. (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 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 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 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 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 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, 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 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 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 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 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. 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. 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, 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 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 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 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. (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 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 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 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 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. (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, 171 CHAR1\1982698v3 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 5.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Documents, Interest Rate Protection Agreements or Other 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 5.02 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 Section 5 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 Credit this Agreement have been terminated and no Person or Governmental Authority governmental authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents Documents, Interest Rate Protection Agreements or Other Hedging AgreementsAgreements between any of the Borrower or any of its Consolidated Subsidiaries 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 the Guarantors under Section 4.1 hereof 10.1 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents Loan Documents, Secured Hedge Agreements or Hedging Secured 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 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 10.2 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 X until such time as the Lenders 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 Revolving Credit 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 13.01 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 Borrower or Hedging Agreements, any other Guarantor 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 all 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 13.02 that the obligations of the Guarantors hereunder shall be 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 Without limiting the Borrower or any other Guarantor generality of the Guaranteed Obligations foregoing, it is expressly agreed that the Israeli Guarantee Law, 1967 (the “Israeli Guarantee Law”) shall not apply to this Agreement or to any Loan Document and that should the Israeli Guarantee Law for amounts paid any reason be deemed to apply to this Agreement or to any Loan Document, each Israeli Guarantor (including the Parent Guarantor) hereby irrevocably and unconditionally waives all rights and defenses under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) Israeli Guarantees Law that may have been paid in full, all Commitments available to it under the Credit Agreement have been terminated and no Person Israeli Guarantee Law; provided that, without limiting in whole or Governmental Authority in part any of the waivers of rights or defenses set forth in this Section 13.02, the foregoing shall have not in any right way affect or constitute a waiver of any rights or defenses afforded to request any return or reimbursement of funds from Israeli Guarantor (including the Lenders in connection with monies received Parent Guarantor) under the Credit Documents terms of this Agreement or Hedging Agreementsunder the laws of the State of New York to the extent any such rights or defenses remain available after giving effect to the other provisions of this Section 13.02. 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 hereunder 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 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 (i) the Guarantor and each other Guarantor that may become party hereto, hereby guarantees that the Obligations will be paid strictly in accordance with the terms of the Guarantors under Section 4.1 hereof are joint and severalLoan Documents, absolute and unconditionalregardless of any law, irrespective regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the valueLender with respect thereto. the Guarantor and each other Guarantor agrees that its guarantee constitutes a guaranty of payment when due and not of collection, genuineness, validity, regularity and waives any right to require that any resort be had by the Lender to any security held for payment of the Obligations or enforceability to any balance of any deposit account or credit on the books of the Credit Documents Lender in favor of any Borrower or Hedging Agreements, or for any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any reason. The liability of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any Guarantor and each 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 Guarantor hereunder shall be absolute and unconditional under 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 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 Obligations; or (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Borrower or any other Guarantor in respect of the Guaranteed Obligations for amounts paid under this Guaranty until such time as or the Lenders (Guarantor and any Affiliates of Lenders entering into Hedging Agreements) have been paid each other Guarantor 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:respect hereof.

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 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 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 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 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 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 Revolving Credit 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 U.S. Borrowers 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, German Borrower 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 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 14.2 that the obligations of the Guarantors U.S. Borrowers 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 U.S. Borrower'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 the German 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 U.S. Borrower.

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 (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. The obligations of the Crescent 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 Crescent Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Crescent Guarantor agrees that such Crescent 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 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 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 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 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 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 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 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 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 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 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 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 Bank Product Agreements) have been paid in full, all Commitments under the this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Loan Documents or Hedging AgreementsBank Product 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 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. 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 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 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 the 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 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 subsection (a) 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 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 subsection (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 or any other Guarantor of the Guaranteed Borrower's Obligations for amounts paid under this Guaranty guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have Lender has been paid in full, all Commitments under the Credit Agreement have been terminated full and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders Lender in connection with monies received under the Credit Documents or Hedging AgreementsLoan 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 Guarantor hereunder which liability shall remain absolute and unconditional as described above:

Obligations Unconditional. The obligations of the Guarantors 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 Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each The Guarantor agrees that such Guarantor it 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 IX 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 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 the Guarantor hereunder which shall remain irrevocable, absolute and unconditional as described above:

Obligations Unconditional. The obligations (i) the Guarantor and each other Guarantor that may become party hereto, hereby guarantees that the Obligations will be paid strictly in accordance with the terms of the Guarantors under Section 4.1 hereof are joint and severalLoan Documents, absolute and unconditionalregardless of any law, irrespective regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the valueLender with respect thereto. the Guarantor and each other Guarantor agrees that its guarantee constitutes a guaranty of payment when due and not of collection, genuineness, validity, regularity and waives any right to require that any resort be had by the Lender to any security held for payment of the Obligations or enforceability to any balance of any deposit account or credit on the books of the Credit Documents Lender in favor of the Borrower or Hedging Agreements, or for any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any reason. The liability of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any Guarantor and each 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 Guarantor hereunder shall be absolute and unconditional under 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 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 Obligations; or (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Borrower or any other Guarantor in respect of the Guaranteed Obligations for amounts paid under this Guaranty until such time as or the Lenders (Guarantor and any Affiliates of Lenders entering into Hedging Agreements) have been paid each other Guarantor 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:respect hereof.

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 the Guarantors under Section 4.1 hereof §39.1 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, Derivatives Contracts 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/or Hedge 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 §39.2 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 §39 until such time as the Lenders (date on which the Obligations and any Affiliates of Lenders entering into Hedging Agreements) Hedge Obligations shall have been paid in full, all Commitments under the full or otherwise satisfied (other than with respect to contingent indemnification obligations for which no claim has been made and Letters of Credit Agreement that have been terminated cash collateralized and no Person other obligations of the Loan Parties hereunder or Governmental Authority under any other Loan Document or Derivatives Contract which, by their express terms, survive such payment in full or satisfaction), and the Revolving Credit Commitments hereunder shall have any right to request any return expired or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreementsbeen terminated. 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 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 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 Bank Product Agreements) have been paid in full, all Commitments under the this Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Loan Documents or Hedging AgreementsBank Product 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 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 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 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 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 Swap Contract between any Loan Party and any Affiliates of Lenders entering into Hedging AgreementsSwap Bank or any Treasury Management Agreement between any Loan Party and any Treasury Management Bank, 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. 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 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 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 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 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. (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 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 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 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 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 Norwegian Notes Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower Norwegian Issuer or any other Norwegian Notes Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Article IV until such time as the Lenders Norwegian Notes 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. Each US Notes Guarantor agrees that such Guarantor shall have no right of subrogation, all Commitments indemnity, reimbursement or contribution against the US Issuer or any other US Notes Guarantor for amounts paid under this Article IV until such time as the Credit Agreement US Notes Obligations (other than contingent indemnification \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9 obligations for which no claim has been asserted) have been terminated paid in full and no Person the Delayed Draw Note 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 Domestic Guarantors under Section 4.1 in respect of the Guaranteed Obligations are joint and several in nature as among the Domestic Guarantors. 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 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 any of the Borrower Borrowers 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 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 AgreementsAgreements relating to 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 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 which shall remain absolute and unconditional as described above:

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 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 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. 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 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 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 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 Norwegian Notes Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower Norwegian Issuer or any other Norwegian Notes Guarantor of the Guaranteed Obligations for amounts paid under this Guaranty Article IV until such time as the Lenders Norwegian Notes 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. Each US Notes Guarantor agrees that such Guarantor shall have no right of subrogation, all Commitments indemnity, reimbursement or contribution against the US Issuer or any other US Notes Guarantor for amounts paid under this Article IV until such time as the Credit Agreement US Notes Obligations (other than contingent indemnification obligations for which no claim has been asserted) have been terminated paid in full and no Person the Delayed Draw Note 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 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 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 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.

Obligations Unconditional. The obligations of the Guarantors Credit Parties under Section 4.1 hereof 13.1 are joint and several, absolute absolute, irrevocable 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 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 13.2 that the obligations of the Guarantors Credit Parties hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor Credit Party agrees that such Guarantor Credit Party shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor of the Guaranteed Obligations Credit Party for amounts paid under this Guaranty Article XIII until such time as the Lenders Guaranteed 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 Revolving Credit 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 Credit Party 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 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 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 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: