Common use of Nature of Guaranty Clause in Contracts

Nature of Guaranty. Each Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party; (b) the absence of any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Agreement or any other Loan Document; (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documents.

Nature of Guaranty. Each The obligations, covenants, ------------------ agreements and duties of the Guarantor agrees that this Guaranty is a continuingshall remain in full force and effect until the Obligations are finally, unconditional guaranty indefeasibly and unconditionally paid and performed in full in accordance with the terms of payment and performance and the Operative Documents and, to the maximum extent permitted by law, shall in no way be affected or impaired by reason of the happening from time to time of any other event, including, without limitation, the following, whether or not any such event shall have occurred without notice to or the consent of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected bythe Guarantor: (a) the genuinenesswaiver, validitycompromise, regularitysettlement, enforceability termination or other release of the performance or observance by the Guarantor or the Charterer of any future amendment ofor all of their respective agreements, covenants, terms or change in, conditions contained in this GuarantyGuaranty (other than Section 2.1 hereof), the Loan Agreement or any Participation Agreement, the Charter and the other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a partyOperative Documents; (b) any failure, omission, delay or lack on the absence part of the Beneficiaries to enforce, assert or exercise any action to enforce right, power or remedy conferred on the Beneficiaries in the Participation Agreement, the Charter, the other Operative Documents or this Guaranty, or the Loan Agreement inability of the Beneficiaries to enforce any provision of the Participation Agreement, the Charter, the other Operative Documents or this Guaranty for any reason, or any other Loan Document act or omission on the waiver or consent by the Administrative Agent or any Lender with respect to any part of the provisions of this Guaranty, the Loan Agreement or any other Loan DocumentBeneficiaries; (c) the existencetransfer, value assignment or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any actionmortgaging, or the absence purported transfer, assignment or mortgaging, of all or any actionpart of the interest of the Charterer in the Vessel Interest or the Vessel or the invalidity, unenforceability or termination of the Participation Agreement, the Charter or any other Operative Document or any defect in the title of the Vessel or any part thereof or any loss of possession, use or operational control of the Vessel or any part thereof by the Administrative Agent Charterer or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty)Permitted Subcharterer; (d) the modification or amendment (whether material or otherwise) of any structural change inobligation, restructuring covenant or agreement set forth in the Participation Agreement, the Charter, or any other Operative Document; (e) the voluntary or involuntary liquidation, dissolution, sale of all or substantially all of the assets, marshalling of assets and liabilities, receivership, conservatorship, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar change of proceedings affecting the Borrower Charterer or any of its Subsidiariesassets or any allegation or contest of the validity of this Guaranty, the Participation Agreement, the Charter or any other Operative Document in any such proceeding; (f) the surrender or impairment of any security for the performance or observance of any of the Obligations; (g) any failure of the Guarantor or the Charterer to perform and observe any agreement or covenant, or to discharge any duty or obligation, arising out of or connected with this Guaranty, the Participation Agreement, the Charter or any other Operative Document or the occurrence or pendency of any Charter Default or Charter Event of Default or any proceedings or actions as a result of, or attendant upon, such Charter Default or Charter Event of Default; (h) the inability of the Guarantor, the Beneficiaries or the Charterer to enforce any provision of this Guaranty, the Participation Agreement, the Charter or any other Operative Document for any reason; (i) the failure to give notice to the Guarantor or the Charterer of the occurrence of an event of default under the terms and provisions of the Participation Agreement, the Charter or the other Operative Documents; (j) the disposition by the Guarantor of any or all of its interest in any capital stock of the Charterer or any change, restructuring or termination of the corporate structure, ownership or existence of the Charterer; (k) any set-off, counterclaim, reduction, or diminution of any Obligation, or any defense of any kind or nature whatsoever (other than performance) which the Guarantor or the Charterer may have or assert against the Beneficiaries; or (el) any other action or circumstances which circumstance (other than performance) that might otherwise constitute a legal or equitable defense or discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or surety with respect to any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsObligation.

Nature of Guaranty. (a) Each Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (ai) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Credit Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof Borrower or any Affiliate thereof Guarantor is or may become a party; (bii) the absence of any action to enforce this Guaranty, the Loan Credit Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Credit Agreement or any other Loan Document; (ciii) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (eiv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in of Section 2(c) hereof2.2, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To Revolving Credit Commitments. (b) Each Guarantor represents, warrants and agrees that its obligations under this Guaranty are not and shall not be subject to any counterclaims, offsets or defenses of any kind (other than the extent permitted by Applicable Lawdefense of payment) against the Administrative Agent, each Guarantor expressly waives all rights it the Lenders or the Borrower whether now existing or which may now or arise in the future have under any statute future. (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateralc) for or other guaranty of the payment Each Guarantor hereby agrees and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of acknowledges that the Guaranteed Obligations. Each Guarantor agrees that , and any notice of them, shall conclusively be deemed to have been created, contracted or directive given at any time to the Administrative Agent incurred, or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent renewed, extended, amended or such Lender, andwaived, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of reliance upon this Guaranty, unless and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and Lenders, on the other Loan Documents andhand, but for likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsGuaranty.

Nature of Guaranty. Each Guarantor agrees that this Guaranty is hereby absolutely and unconditionally guarantees, as a continuing, unconditional guaranty guarantee of payment and performance and not merely as a guarantee of collection, the due and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise), (b) all costs, attorneys’ fees and expenses incurred by any holder in connection with the collection or enforcement thereof, and (c) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other instrument referred to therein, (all such obligations described in clauses (a), (b) and (c) above are herein called the “Guaranteed Obligations”). Issuer’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity, or enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party; (b) the absence of any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Agreement or any other Loan Document; (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any actioninstrument or agreement evidencing any Guaranteed Obligations, or by any fact or circumstance relating to the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances Guaranteed Obligations which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations of Guarantor under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documents.

Nature of Guaranty. (a) Each Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (ai) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, Borrower or any Subsidiary thereof or any Affiliate thereof is or may become a party; (bii) the absence of any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Agreement or any other Loan Document; (ciii) the existence, value or condition of, or failure to perfect its any Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (eiv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in of Section 2(c) hereof2.2, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations Obligations. (b) Each Guarantor represents, warrants and the termination agrees that its obligations under this Guaranty are not and shall not be subject to any counterclaims, offsets or defenses of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations kind against the Borrower Lender or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor whether now existing or any other Person or any security which may arise in the future. (including, without limitation, the Collateralc) for the payment Each Guarantor hereby agrees and performance of acknowledges that the Guaranteed Obligations. Each Guarantor agrees that , and any notice of them, shall conclusively be deemed to have been created, contracted or directive given at any time to the Administrative Agent incurred, or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent renewed, extended, amended or such Lender, andwaived, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of reliance upon this Guaranty, unless and all dealings between the Administrative Agent Borrower and any of the Guarantors, on the one hand, and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and Lender, on the other Loan Documents andhand, but for likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsGuaranty.

Nature of Guaranty. Each Guarantor The US Borrower agrees that this US Borrower Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this US Borrower Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: by (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof Canadian Borrower is or may become a party; , (b) the absence of any action to enforce this US Borrower Guaranty, the Loan this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this US Borrower Guaranty, the Loan this Agreement or any other Loan Document; , (c) the existence, value or condition of, or failure to perfect its Lien a Lien, if any, against, any security (including, without limitation, the Collateral) for or other guaranty of the US Borrower Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); , (d) any structural change in, restructuring of or other similar change of the Canadian Borrower or any of its Subsidiaries; or Subsidiaries or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, US Borrower that its obligations under this US Borrower Guaranty shall not be discharged until the final and indefeasible payment and performancepayment, in full, of the US Borrower Guaranteed Obligations and the termination of the Aggregate CommitmentCommitments. To the extent permitted by Applicable Lawlaw, each Guarantor the US Borrower expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the US Borrower Guaranteed Obligations against the Borrower Canadian Borrower, any other guarantor or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the US Borrower Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantorthe US Borrower. To the extent permitted by Applicable Lawlaw, each Guarantor the US Borrower further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the US Borrower Guaranteed Obligations against the Canadian Borrower, such Guarantorthe US Borrower, any other guarantor or any other Person party or any security (including, without limitation, the Collateral) for the payment and performance of the US Borrower Guaranteed Obligations. Each Guarantor The US Borrower agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this US Borrower Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this US Borrower Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this US Borrower Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documentsthis Agreement.

Nature of Guaranty. (a) Each Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (ai) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Credit Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, Borrower or any Subsidiary thereof or any Affiliate thereof is or may become a party; (bii) the absence of any action to enforce this Guaranty, the Loan Credit Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender Secured Party with respect to any of the provisions of this Guaranty, the Loan Credit Agreement or any other Loan Document; (ciii) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender Secured Party in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (eiv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c2(b) hereof, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable LawCommitments. (b) Each Guarantor represents, each Guarantor expressly waives all rights it may now warrants and agrees that its obligations under this Guaranty are not and shall not be subject to any counterclaims, offsets or in the future have under defenses of any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel kind against the Administrative Agent Agent, the Secured Parties or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower whether now existing or any other party or against any security hereafter arising. (including, without limitation, the Collateralc) for or other guaranty of the payment Each Guarantor hereby agrees and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of acknowledges that the Guaranteed Obligations. Each Guarantor agrees that , and any notice of them, shall conclusively be deemed to have been created, contracted or directive given at any time to the Administrative Agent incurred, or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent renewed, extended, amended or such Lender, andwaived, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of reliance upon this Guaranty, unless and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and Secured Parties, on the other Loan Documents andhand, but for likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsGuaranty.

Nature of Guaranty. (a) Each Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by, and each Guarantor hereby irrevocably waives, to the extent not prohibited by Applicable Law, any defenses to enforcement it may have (now or in the future) by reason of: (ai) the genuineness, legality, validity, regularity, enforceability or any future amendment of, or change in, this Guarantyor supplement to, the Credit Agreement, any other Loan Document, any Secured Cash Management Agreement or any other Loan Document Secured Hedge Agreement or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof Guarantor or any Affiliate thereof of their respective Subsidiaries or Affiliates is or may become a party, (including any increase in the Secured Obligations resulting from any extension of additional credit or otherwise); (bii) any action under or in respect of the Credit Agreement, any other Loan Document, any Secured Cash Management Agreement or any Secured Hedge Agreement in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges (including any change in the time, place or manner of payment of, or in any other term of, the Obligations or any other obligation of any Credit Party under any Loan Document, or any rescission, waiver, amendment or other modification of any Loan Document or any other agreement, including any increase in the Secured Obligations resulting from any extension of additional credit or otherwise); (iii) the absence of any action to enforce this Guaranty, the Credit Agreement, any other Loan Document, any Secured Cash Management Agreement or any other Loan Document Secured Hedge Agreement or the waiver or consent by the Administrative Agent or any Lender other Secured Party with respect to any of the provisions of this Guaranty, the Loan Agreement or Credit Agreement, any other Loan Document, any Secured Cash Management Agreement or any Secured Hedge Agreement; (civ) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender other Secured Party in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (dv) any structural change in, restructuring of or other similar organizational change of the Borrower Borrower, any Guarantor, any other guarantors or any of its Subsidiaries; ortheir respective Subsidiaries or Affiliates; (evi) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; or (vii) any other circumstance (including, without limitation, any statute of limitations) or manner of administering the Loans or any existence of or reliance on any representation by any Secured Party that might vary the risk of any guarantor or otherwise operate as a defense available to, or a legal or equitable discharge of, any Credit Party or any other guarantor or surety; it being agreed by each Guarantor that, subject to the first sentence in of Section 2(c) hereof2.2, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations (other than (1) contingent indemnification obligations, (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (3) Letters of Credit that have either been Cash Collateralized or as to which arrangements satisfactory to the Issuing Lender have been made) and the termination of the Aggregate Commitment. To Commitments. (b) Each Guarantor represents, warrants and agrees that, to the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations and its obligations under this Guaranty are not and shall not be subject to any counterclaims, offsets or defenses of any kind (other than the defense of payment or performance) against the Borrower or any other party or against any security (including, without limitationAdministrative Agent, the Collateralother Secured Parties or the Borrower whether now existing or which may arise in the future. (c) for or other guaranty of the payment Each Guarantor hereby agrees and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of acknowledges that the Guaranteed Obligations. Each Guarantor agrees that , and any notice of them, shall conclusively be deemed to have been created, contracted or directive given at any time to the Administrative Agent incurred, or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent renewed, extended, amended or such Lender, andwaived, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of reliance upon this Guaranty, unless and all dealings among the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and other Secured Parties, on the other Loan Documents andhand, but for likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsGuaranty.

Nature of Guaranty. Each Subject to Section 12.1 above, each Borrower Guarantor agrees that this its Borrower Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this such Borrower Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: by (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof such Borrower is or may become a party; , (b) the absence of any action to enforce this its Borrower Guaranty, the Loan this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender other Guaranteed Party with respect to any of the provisions of this its Borrower Guaranty, the Loan this Agreement or any other Loan Document; , (c) the existence, value or condition of, or failure to perfect its Lien a Lien, if any, against, any security (including, without limitation, the Collateral) for or other guaranty of the its Borrower Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender other Guaranteed Party in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); , (d) any structural change in, restructuring of or other similar change of the such Borrower or any of its Subsidiaries; or respective Subsidiaries or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Borrower Guarantor that, subject to the first sentence in Section 2(c) hereof, that its obligations under this its Borrower Guaranty shall not be discharged until the final and indefeasible payment and performancepayment, in full, of the its Borrower Guaranteed Obligations and the termination of the Aggregate CommitmentCommitments. To the extent permitted by Applicable Lawlaw, each Borrower Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law)statute, or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender other Guaranteed Party to proceed in respect of the its Borrower Guaranteed Obligations against the Borrower any other Credit Party, any other guarantor or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the its Borrower Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantorany other Borrower. To the extent permitted by Applicable Lawlaw, the each Borrower Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender other Guaranteed Party to commence an action in respect of the its Borrower Guaranteed Obligations against the any other Borrower, such Guarantor, any other guarantor or any other Person party or any security (including, without limitation, the Collateral) for the payment and performance of the its Borrower Guaranteed Obligations. Each Borrower Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which other Guaranteed Party that is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lenderother Guaranteed Party, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this its Borrower Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this its Borrower Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this each applicable Borrower Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documentsthis Agreement.

Nature of Guaranty. Each Guarantor agrees that this This Guaranty is a continuingan irrevocable, unconditional absolute and continuing guaranty of payment and performance and not a guaranty of collection. No exculpatory language contained in any of the other Loan Documents shall in any event or under any circumstances modify, qualify or affect the personal recourse obligations and that its obligations under liabilities of Guarantor hereunder. This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to the Guaranteed Obligations arising or created after any attempted revocation by Guarantor and, if Guarantor is a natural person, after Guarantor's death, in which event this Guaranty shall be primary, binding upon Guarantor's estate and Guarantor's legal representatives and heirs. It is the intent of Guarantor and Lender that the obligations and liabilities of Guarantor hereunder are absolute and unconditional, irrespective of, unconditional under any and unaffected by: (a) the genuineness, validity, regularity, enforceability or all circumstances and that so long as any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party; (b) the absence of any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any portion of the provisions of this GuarantyIndebtedness shall be outstanding, the Loan Agreement such obligations and liabilities shall not be discharged or released in whole or in part, by any other Loan Document; (c) the existence, value act or condition of, or failure to perfect its Lien against, any security occurrence (including, without limitation, the Collateral) for fact that at any time or other guaranty of from time to time the Indebtedness or the Guaranteed Obligations may be increased or any actionreduced) which might, or but for the absence provisions of any actionthis Guaranty, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances which might otherwise constitute be deemed a legal or equitable discharge or defense release of a surety Guarantor. This Guaranty may be enforced by Lender and any subsequent holder of the Note or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations under this Guaranty any part thereof and shall not be discharged until by the final indefeasible payment and performance, in full, assignment or negotiation of all or any part of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsNote.

Nature of Guaranty. Each Guarantor agrees that this Guaranty is a continuingCONTINUING, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by:ABSOLUTE AND UNCONDITIONAL. (a) This Guaranty is and is intended to be a continuing guaranty of payment of the genuinenessObligations, validityand not of collectibility, regularityand is and is intended to be independent of and in addition to any other guaranty, enforceability indorsement, collateral or other agreement held by the Agent or the Lenders therefor or with respect thereto, whether or not furnished by the Guarantor. Neither Agent nor any future amendment ofLender shall be required to prosecute collection, enforcement or change inother remedies against Borrower, this Guaranty, any other Guarantor or guarantor of the Loan Agreement Obligations or any other Loan Document Person, or to enforce or resort to any of the Collateral or other rights or remedies pertaining thereto, before calling on a Guarantor for payment. The obligations of each Guarantor to repay the Obligations hereunder shall be unconditional. Each Guarantor shall have no right of subrogation with respect to any payments made by any Guarantor hereunder until the Obligations have been paid in full, and hereby waives any benefit of, and any right to participate in, any security or collateral given to the Agent or any other agreementLender to secure payment of the Obligations, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party; (b) the absence of and each Guarantor agrees that it will not take any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Agreement or any other Loan Document; (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change obligations of the Borrower or to any of its Subsidiaries; or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject prior to the first sentence Obligations being finally and irrevocably paid in Section 2(c) hereof, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations full and the termination of the Aggregate CommitmentCommitments under the Credit Agreement, PROVIDED that, in the event of the bankruptcy or insolvency of the Borrower, the Agent, on behalf of the Lenders, shall be entitled notwithstanding the foregoing, to file in the name of any Guarantor or in its own name a claim for any and all indebtedness owing to a Guarantor by the Borrower (exclusive of this Guaranty), vote such claim and to apply the proceeds of any such claim to the Obligations. (b) For the further security of the Agent and the Lenders and without in any way diminishing the liability of the Guarantors, following the occurrence and during the continuance of an Event of Default, all debts and liabilities, present or future of the Borrower to the Guarantors and all monies received from the Borrower or for its account by the Guarantors in respect thereof shall be received in trust for the Agent and the Lenders and forthwith upon receipt shall be paid over to the Agent, for the benefit of the Agent and the Lenders, until all of the Obligations has been paid in full. To This assignment and postponement is independent of and severable from this Guaranty and shall remain in full effect whether or not any Guarantor is liable for any amount under this Guaranty. (c) This Guaranty is absolute and unconditional and shall not be changed or affected by any representation, oral agreement, act or thing whatsoever, except as herein provided. This Guaranty is intended by the extent permitted Guarantors to be the final, complete and exclusive expression of the guaranty agreement between the Guarantors and the Agent, for its own benefit and on behalf of the Lenders. No modification or amendment of any provision of this Guaranty shall be effective against Agent or a Guarantor unless in writing and signed by Applicable Lawa duly authorized officer of the Agent, individually and on behalf of the Lenders and by such Guarantor. (d) Prior to the Obligations being finally and irrevocably paid in full and the termination of the Commitments under the Credit Agreement, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and hereby agrees not to assert or take advantage enforce (whether by or in a legal or equitable proceeding or otherwise) any "claims" (as defined in Section 101(4) of the Bankruptcy Code), whether arising under any law, ordinance, rule, regulation, order, policy or other requirement of any defense based upon the failure of the Administrative Agent domestic or foreign government or any Lender instrumentality or agency thereof, having jurisdiction over the conduct of its business or assets or otherwise, to commence an action in respect of which the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor Guarantors are or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given would at any time be entitled by virtue of its obligations hereunder, any payment made pursuant hereto or the exercise by Lender of its rights with respect to the Administrative Agent or Collateral, including any Lender such claims to which is inconsistent with the waivers in the preceding two sentences shall be null and void and such Guarantors may be ignored by the Administrative Agent entitled as a result of any right of subrogation, exoneration or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documentsreimbursement.

Nature of Guaranty. Each Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty Agreement shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof Borrower is or may become a party; (b) the absence of any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Agreement or any other Loan Document; (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (ed) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, that its obligations under this Guaranty shall not be discharged until the final and indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor Guarantor or any other Person party or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documentsthis Agreement.

Nature of Guaranty. (a) Each Guarantor agrees that this Guaranty Agreement is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty Agreement shall be primary, absolute and unconditional, irrespective of, and unaffected by: (ai) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guarantythe Credit Agreement, the Loan Agreement or any other Loan Document Document, any Secured Hedge Agreement, any Secured Cash Management Agreement or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof Guarantor or any Affiliate thereof of their respective Subsidiaries or Affiliates is or may become a party; (bii) the absence of any action to enforce this GuarantyAgreement, the Loan Agreement or Credit Agreement, any other Loan Document Document, Secured Hedge Agreement or Secured Cash Management Agreement, or the waiver or consent by the Administrative Agent or any Lender other Secured Party with respect to any of the provisions of this GuarantyAgreement, the Loan Agreement or Credit Agreement, any other Loan Document, Secured Hedge Agreement or Secured Cash Management Agreement; (ciii) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender other Secured Party in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (div) any structural change in, restructuring of or other similar organizational change of the Borrower Borrower, any Guarantor or any of its Subsidiariestheir respective Subsidiaries or Affiliates; or (ev) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in of Section 2(c) hereof2.2, its obligations under this Guaranty Agreement shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable LawCommitments, each provided that a Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of be released from the Guaranteed Obligations pursuant to Section 4.18. (b) Each Guarantor represents, warrants and agrees that its obligations under this Agreement are not and shall not be subject to any counterclaims, offsets or defenses of any kind (other than the defense of payment) against the Administrative Agent, the other Secured Parties, the Borrower or any other party Guarantor whether now existing or against any security which may arise in the future. (including, without limitation, the Collateralc) for or other guaranty of the payment Each Guarantor hereby agrees and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of acknowledges that the Guaranteed Obligations. Each Guarantor agrees that , and any notice of them, shall conclusively be deemed to have been created, contracted or directive given at any time to the Administrative Agent incurred, or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent renewed, extended, amended or such Lender, andwaived, in additionreliance upon this Agreement, may not be pleaded or introduced as evidence in and all dealings between the Borrower and any litigation relating to this Guaranty for of the reason that such pleading or introduction would be at variance with Guarantors, on the written terms of this Guarantyone hand, unless and the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and other Secured Parties, on the other Loan Documents andhand, but for likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsAgreement.

Nature of Guaranty. Each Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) The obligations of the genuinenessGuarantor hereunder are primary and not as surety only, validityand this Guaranty constitutes a guarantee of payment when due and owing only. The Guarantor expressly waives any legal obligations, regularityduty or necessity for any person or entity to proceed first against Obligor or to exhaust any remedy it may have against Obligor. The obligations of the Guarantor hereunder shall not be subject to any counterclaim, enforceability setoff, deduction or defense based upon any claim the Guarantor or Obligor may have against the Guaranteed Party (other than any claim that Obligor has under the LLC Agreement) or any future amendment ofof its Affiliates and shall remain in full force and effect until the full and final payment and satisfaction of all of the Obligations. Neither the Guarantor nor any Obligations hereunder shall be released, discharged or change in, this Guaranty, the Loan Agreement or in any other Loan Document or any other agreement, document or instrument to which the Borrowerway affected by, any Subsidiary thereof or any Affiliate thereof is or may become a party; (b) the absence of any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Agreement or any other Loan Document; (c) the existence, value circumstance or condition of(whether or not the Guarantor shall have any knowledge or notice thereof), or failure to perfect its Lien against, any security (including, without limitation: (i) any waiver, the Collateral) for consent, change, extension, indulgence or other guaranty of the Guaranteed Obligations action or any action, inaction under or the absence of any action, by the Administrative Agent or any Lender in respect of such security any Obligation, whether or guaranty not Obligor or the Guarantor have notice or knowledge of any of the foregoing; (includingii) any bankruptcy, without limitationinsolvency, reorganization, arrangement, readjustment, composition, liquidation, dissolution or similar proceeding with respect to Obligor or the Guarantor; (iii) any amendment to, or assignment or other transfer of, the release of any such security LLC Agreement by the Guaranteed Party or guaranty); Obligor; (div) any structural change inlien, restructuring of charge, restriction or encumbrance on or affecting Obligor’s estate; (v) any sale or other similar change disposition of all or any part of the Borrower capital stock or assets of Obligor; (vi) any of its Subsidiariespayment by Obligor which is received by Obligor’s trustee in bankruptcy; or or (evii) any other action or circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to guarantor (other than the first sentence payment in Section 2(c) hereof, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, full of the Guaranteed Obligations and the termination of the Aggregate Commitment. Obligations). (b) To the extent permitted by Applicable Law, each the Guarantor expressly unconditionally waives (i) notice of any of the matters referred to in this Section 3, (excluding the notice of payment demand pursuant to Section 3(c)), and (ii) all notices which may be required by statute, rule of law or otherwise to preserve any rights it may now against the Guarantor hereunder, including, without limitation, of demand, presentment, adverse facts, protest, proof or in nonpayment of any sums payable under the future have under any statute LLC Agreement (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar lawany indemnity payment), of transfer or at law other disposition of the LLC Agreement by any party thereto or in equityof this Guaranty by Guaranteed Party, or otherwiseof the extension of time for the payment of sums due and payable to the Guaranteed Party under the LLC Agreement, to compel of the Administrative Agent creation or any Lender to proceed existence of any of the Obligations, of the enforcement, assertion or exercise of any right, remedy, power or privilege under or in respect of any of the Obligations, of any requirement of diligence and any requirement to mitigate the damages resulting from a breach of or default under the LLC Agreement by Obligor, of acceptance of this Guaranty by the Guaranteed Obligations against Party, of the Borrower or entry into any other party or against agreement between the Guaranteed Party and its Affiliates and Obligor and its Affiliates and of any security (including, without limitation, the Collateral) for modifications thereto of any increase or other guaranty modification of the payment and performance Obligations, of assignment, transfer or other disposition of the LLC Agreement by any party thereto or of this Guaranty by the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such GuarantorParty. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure All of the Administrative Agent Obligations shall conclusively be deemed to have been created, contracted or any Lender to commence an action incurred in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for reliance upon this Guaranty and such waiversall dealings between the Guaranteed Party and Obligor shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. (c) If Obligor fails to pay all or any part of the Obligations when due and owing, Guarantor will pay the Administrative Agent and same upon receipt of a written demand to Guarantor from the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsGuaranteed Party.

Nature of Guaranty. Each The liability of each Guarantor agrees that this hereunder is independent of and not in consideration of or contingent upon the liability of the Issuers or any other Obligor, and a separate action or actions may be brought or prosecuted against any Guarantor, whether or not any action is brought or prosecuted against the Issuers or any other Obligor or whether the Issuers or any other Obligor is joined in any such action or actions. This Guaranty is shall be construed as a continuing, absolute and unconditional guaranty of payment and performance (and not merely of collection), and that its obligations the liability of each Guarantor under this Guaranty shall be primaryirrevocable, absolute and unconditional, irrespective of, without regard to (and unaffected by:each Guarantor irrevocably waives): (a) the genuinenesslegality, validity, regularity, voidability or enforceability or any future amendment of, or change in, of this GuarantyAgreement, the Loan Agreement Note or any other Loan Document Investment Document, any of the Guarantied Obligations, any Lien or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a partyCollateral; (b) the absence any defense (other than payment), set-off or counterclaim that may at any time be available to any Issuer or other Obligor against, and any right of setoff at any action to enforce this Guarantytime held by, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Agreement or any other Loan DocumentPurchaser; (c) any acts of commission or omission of any kind at any time on the existencepart of the Purchaser with respect to any matter whatsoever; (d) the liquidation or dissolution of any Issuer or other Obligor, value any bankruptcy, insolvency, reorganization, arrangement, assignment for the benefit of creditors, receivership or condition ofsimilar event or proceeding with respect to any Issuer or other Obligor, or failure any action taken by any trustee or receiver of any Issuer or other Obligor or by any court or any proceeding with respect to perfect its Lien againstany Issuer or other Obligor; (e) any change of ownership of the Capital Stock of any Issuer or other Obligor, or any security change in the relationship between any Guarantor on the one hand, and any Issuer or other Obligor, on the other hand (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect termination of such security or guaranty (including, without limitation, the release of any such security or guarantyrelationship); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (ef) any other action circumstance whatsoever (with or circumstances which might otherwise constitute a legal without notice to or equitable discharge or defense knowledge of a surety or guarantor; it being agreed by each any Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party Obligor), whether or against not similar to any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance foregoing, that constitutes, or might be construed to constitute, an equitable or legal discharge of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor Issuers or any other Person Obligor, in bankruptcy or in any other instance. Any payment by any Obligor or other circumstance that operates to toll any statute of limitations applicable to such Obligor shall also operate to toll the statute of limitations applicable to each Guarantor. When making any demand hereunder (including by commencement or continuance of any legal proceeding), the Purchaser may, but shall be under no obligation to, make a similar demand on all or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that other Obligors, and any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored failure by the Administrative Agent or Purchaser to make any such Lender, and, in addition, may demand shall not be pleaded or introduced as evidence in relieve any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms Guarantor of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documentsits obligations hereunder.

Nature of Guaranty. Each The liability of each Guarantor agrees that this hereunder is independent of and not in consideration of or contingent upon the liability of the Company or any other Obligor, and a separate action or actions may be brought or prosecuted against any Guarantor, whether or not any action is brought or prosecuted against the Company or any other Obligor or whether the Company or any other Obligor is joined in any such action or actions. This Guaranty is shall be construed as a continuing, absolute and unconditional guaranty of payment and performance (and not merely of collection), and that its obligations the liability of each Guarantor under this Guaranty shall be primaryirrevocable, absolute and unconditional, irrespective of, without regard to (and unaffected by:each Guarantor irrevocably waives): (a) the genuinenesslegality, validity, regularity, validity or enforceability or any future amendment of, or change in, of this Agreement (including this Guaranty), the Loan Agreement Notes or any other Loan Document Investment Document, any of the Guarantied Obligations, any Lien or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof Collateral or any Affiliate thereof is or may become a partyOther Guaranty; (b) any defense (other than payment), set-off or counterclaim that may at any time be available to the absence of any action to enforce this Guaranty, the Loan Agreement Company or any other Loan Document or the waiver or consent by the Administrative Agent or Obligor against, and any Lender with respect to right of setoff at any of the provisions of this Guarantytime held by, the Loan Agreement or any other Loan DocumentBeneficiary; (c) any acts of commission or omission of any kind (other than gross negligence) at any time on the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty part of the Guaranteed Obligations or Beneficiary with respect to any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty)matter whatsoever; (d) any structural change in, restructuring of the liquidation or other similar change dissolution of the Borrower Company or any other Obligor, any bankruptcy, insolvency, reorganization, arrangement, assignment for the benefit of its Subsidiaries; orcreditors, receivership or similar event or proceeding with respect to the Company or any other Obligor, or any action taken by any trustee or receiver of the Company or any other Obligor or by any court or any proceeding with respect to the Company or any other Obligor; (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense change of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, ownership of the Guaranteed Obligations Capital Stock of the Company or any other Obligor, or any change in the relationship between any Guarantor and the Company (including the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each such relationship); or (f) any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party Obligor), whether or against not similar to any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance foregoing, that constitutes, or might be construed to constitute, an equitable or legal discharge of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor Company or any other Person Obligor, in bankruptcy or in any other instance. Any payment by any Obligor or other circumstance that operates to toll any statute of limitations applicable to such Obligor shall also operate to toll the statute of limitations applicable to each Guarantor. When making any demand hereunder (including by commencement or continuance of any legal proceeding), the Beneficiary may, but shall be under no obligation to, make a similar demand on all or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that other Obligors, and any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored failure by the Administrative Agent or Beneficiary to make any such Lender, and, in addition, may demand shall not be pleaded or introduced as evidence in relieve any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms Guarantor of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documentsits obligations hereunder.

Nature of Guaranty. (a) Each Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (ai) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guarantythe Credit Agreement, the Loan Agreement or any other Loan Document Document, any Hedging Agreement or any other agreement, document or instrument to which the Borrower, Borrower or any Subsidiary thereof or any Affiliate thereof is or may become a party; (bii) the absence of any action to enforce this Guaranty, the Loan Credit Agreement or any other Loan Document Document, any Hedging Agreement or the waiver or consent by the Administrative Agent or any other Lender Party with respect to any of the provisions of this Guaranty, the Loan Credit Agreement or any other Loan DocumentDocument or Hedging Agreement; (ciii) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any other Lender Party in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (div) any structural change in, restructuring of or other similar organizational change of the Borrower or any Subsidiary thereof; (v) any manner of application of collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its Subsidiaries; (vi) any failure of any Lender Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Lender Party; (vii) the failure of any other Person (other than, with respect to this Guaranty, the Administrative Agent) to execute or deliver this Guaranty, any Guaranty Agreement Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations (other than any release or reduction described in Section 4.15); or (eviii) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in of Section 2(c) hereof2.2 and to Section 4.15, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the termination of the Aggregate Commitment. To the extent permitted by Applicable LawCommitments. (b) Each Guarantor represents, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of warrants and agrees that the Guaranteed Obligations and its obligations under this Guaranty are not and shall not be subject to any counterclaims or offsets or defenses of any kind (other than the defense of payment) against the Borrower or any other party or against any security (including, without limitationAdministrative Agent, the Collateralother Lender Parties or the Borrower whether now existing or which may arise in the future. (c) for or other guaranty of the payment Each Guarantor hereby agrees and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of acknowledges that the Guaranteed Obligations. Each Guarantor agrees that , and any notice of them, shall conclusively be deemed to have been created, contracted or directive given at any time to the Administrative Agent incurred, or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent renewed, extended, amended or such Lender, andwaived, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of reliance upon this Guaranty, unless and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and other Lender Parties, on the other Loan Documents andhand, but for likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsGuaranty.

Nature of Guaranty. Each Continuing, Absolute and Unconditional (a) This Guaranty is and is intended to be a continuing guaranty of payment of the Obligations, independent of and in addition to any other guaranty, indorsement, collateral or other agreement held by Agent or any Lender therefor or with respect thereto, whether or not furnished by the Guarantor. The obligations of the Guarantor to repay the Obligations hereunder shall be unlimited. At all times prior to the final payment and performance in full of the Obligations, the Guarantor shall have no right of subrogation with respect to the Obligations or any payments made by the Guarantor hereunder and hereby waives any right to enforce any remedy which Agent or any Lender now have or may hereafter have against Borrowers or any endorser or any other guarantor of all or any part of the Obligations. The Guarantor hereby waives any benefit of, and any right to participate in, any security or collateral given to Agent or Lenders to secure payment of the Obligations or any part thereof, and the Guarantor agrees that it will not take any action to enforce any obligations of Borrowers to the Guarantor prior to the Obligations being paid in full; provided that, in the event of the bankruptcy or insolvency of any Borrower, Agent, and Lenders shall be entitled notwithstanding the foregoing, to file in the name of the Guarantor or in their own name a claim for any and all indebtedness owing to the Guarantor by Borrowers (exclusive of this Guaranty), to vote such claim and to apply the proceeds of any such claim to the Obligations. (b) For the further security of Agent, for its benefit and the benefit of Lenders, and without in any way diminishing the liability of the Guarantor, until all of the Obligations have been paid in full, all debts and liabilities, present or future of Borrowers to the Guarantor and, except as otherwise permitted by the Loan Agreement, all monies received from Borrowers or for their account by the Guarantor in respect thereof shall be received in trust for Agent, for its benefit and the benefit of Lenders, and forthwith upon receipt shall be paid over to Agent, for its benefit and the benefit of Lenders, to be credited and applied, whether the Obligations are matured or unmatured, in accordance with the terms of the Loan Agreement. This assignment and postponement is independent of and severable from this Guaranty and shall remain in full effect whether or not the Guarantor is a continuingliable for any amount under this Guaranty. (c) This Guaranty is absolute and unconditional and shall not be changed or affected by any representation, unconditional oral agreement, act or thing whatsoever, except as herein provided. This Guaranty is intended by the Guarantor to be the final, complete and exclusive expression of the guaranty agreement between the Guarantor, Agent and Lenders. No modification or amendment of payment and performance and not any provision of collection, and that its obligations under this Guaranty shall be primary, absolute effective unless in writing and unconditional, irrespective of, signed by a duly authorized officer of Agent and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party; (b) the absence of any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Agreement or any other Loan Document; (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty);Guarantor. (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations under this Guaranty shall not be discharged until the Until final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance in full of the Guaranteed Obligations before proceeding againstObligations, or as a condition to proceeding againstthe Guarantor hereby releases Borrowers from all, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage enforce (whether by or in a legal or equitable proceeding or otherwise) any, “claims” (as defined in Section 101(4) of the United States Bankruptcy Code, as amended (the “Bankruptcy Code”)), whether arising under any law, ordinance, rule, regulation, order, policy or other requirement of any defense based upon the failure of the Administrative Agent domestic or foreign government, or any Lender instrumentality or agency thereof, having jurisdiction over the conduct of its business or assets or otherwise, to commence an action in respect of which the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor Guarantor is or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given would at any time be entitled by virtue of its obligations hereunder, any payment made pursuant hereto or the exercise by Agent of its rights with respect to the Administrative Agent or Collateral, including any Lender such claims to which is inconsistent with the waivers in the preceding two sentences shall be null and void and Guarantor may be ignored by the Administrative Agent entitled as a result of any right of subrogation, exoneration or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documentsreimbursement.

Nature of Guaranty. Each Guarantor agrees that This is a continuing Guaranty of payment and not of collection and remains effective whether the Indebtedness is from time to time reduced and later increased or entirely extinguished and later reincurred. This Guaranty shall remain effective with respect to successive transactions which shall either continue the Indebtedness, increase or decrease it, or from time to time create new Indebtedness after all or any prior Indebtedness has been satisfied, until this Guaranty is a continuing, unconditional guaranty of payment terminated in the manner and performance to the extent provided below. The undersigned acknowledge(s) and not of collection, and agree(s) that its obligations under the liabilities created by this Guaranty shall be primary, absolute are direct and unconditional, irrespective of, and unaffected by: (a) are not conditioned upon pursuit by the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party; (b) the absence Bank of any action to enforce this Guaranty, remedy the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Agreement or any other Loan Document; (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it Bank may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party person or against any security (includingsecurity. No invalidity, without limitationirregularity or unenforceability of any part or all of the Indebtedness or any documents evidencing the same, the Collateral) for by reason of any bankruptcy, insolvency or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, law or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage order of any kind or for any reason, and no defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given setoff available at any time to the Administrative Agent Borrower, shall impair, affect or be a defense or setoff to the obligations of the undersigned under this Guaranty. The undersigned deliver(s) this Guaranty based solely on the undersigned’s independent investigation of (or decision not to investigate) the financial condition of Borrower and is (are) not relying on any information furnished by the Bank. The undersigned assume(s) full responsibility for obtaining any further information concerning the Borrower’s financial condition, the status of the Indebtedness or any Lender other matter which the undersigned may deem necessary or appropriate now or later. The undersigned waive(s) any duty on the part of the Bank, and agree(s) that it is inconsistent with not relying upon nor expecting the waivers in Bank to disclose to the preceding two sentences shall be null and void and may be ignored undersigned any fact now or later known by the Administrative Agent or such LenderBank, and, in addition, may not be pleaded or introduced as evidence in any litigation whether relating to the operations or condition of the Borrower, the existence, liabilities or financial condition of any co-guarantor of the Indebtedness, the occurrence of any default with respect to the Indebtedness, or otherwise, notwithstanding any effect these facts may have upon the undersigned’s risk under this Guaranty for or the reason that such pleading or introduction would be at variance with undersigned’s rights against the written terms Borrower. The undersigned knowingly accept(s) the full range of risk encompassed in this Guaranty, unless which risk includes, without limit, the Administrative Agent and possibility that Borrower may incur Indebtedness to the Required Lenders have specifically agreed otherwise in writingBank after the financial condition of the Borrower, or the Borrower’s ability to pay debts as they mature, has deteriorated. The foregoing waivers are undersigned represent(s) and warrant(s) that: (a) the Bank has made no representation to the undersigned as to the creditworthiness of the essence Borrower; and (b) the undersigned has (have) established adequate means of obtaining from the Borrower on a continuing basis financial and other information pertaining to the Borrower’s financial condition. The undersigned agree(s) to keep adequately informed of any facts, events or circumstances which might in any way affect the risks of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for undersigned under this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsGuaranty.

Nature of Guaranty. Each This Guaranty may not be revoked by Guarantor; provided, however, in the event it shall be determined that Guarantor agrees shall have the right, in accordance with applicable law and notwithstanding its express agreement herein to the contrary, to revoke this Guaranty, Guarantor may deliver to Administrative Agent, at its address for notices set forth in the Credit Agreement, written notice of Guarantor's intention not to be liable hereunder for any Guaranteed Obligations arising, created or incurred after Administrative Agent's receipt of such notice, whereupon such notice shall be effective to the extent (but only to the extent) provided hereinbelow as to Guarantor from and after (but not before) the time when such notice is actually delivered to and received by and receipted for in writing by Administrative Agent (the "Effective Revocation Time"); provided, further, however, that this Guaranty is a continuing, unconditional guaranty of payment and performance and such notice shall not of collectionbe effective as to, and that its shall not in any way restrict, limit, impair, release or otherwise affect, the indebtedness, liabilities or obligations of Guarantor under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: with respect to (a) any Guaranteed Obligations consisting of indebtedness, liabilities or obligations under the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this GuarantyCredit Agreement, the Loan Agreement Notes or any other Loan Document Document, whether incurred before or any other agreementafter the Effective Revocation Time (including, document or instrument to which the Borrowerwithout limitation, any Subsidiary thereof loans, advances or extensions of credit at any Affiliate thereof is time made or may become a party; (b) created under the absence of any action Credit Agreement, whether or not agreed, committed or contemplated to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent be made by the Administrative Agent or any Lender and whether or not discretionary with Administrative Agent or any Lender), (b) any Guaranteed Obligations arising, created or incurred prior to the Effective Revocation Time, (c) any amendments, modifications, renewals, extensions, restatements and/or supplements to or of the indebtedness, liabilities or obligations referred to in clauses (a) and (b) preceding, whether occurring before or after the Effective Revocation Time, or (d) any interest or costs of collection with respect to any of the provisions indebtedness, liabilities or obligations referred to in clauses (a), (b) or (c) preceding. Any revocation or attempted revocation of this Guaranty, the Loan Agreement whether in whole or any other Loan Document; (c) the existencein part, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have effective except under any statute limited circumstances (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar lawif any), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers limited extent, expressly provided in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsParagraph 26.

Nature of Guaranty. (a) Each Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (ai) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Credit Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof Borrower or any Affiliate thereof Guarantor is or may become a party; (bii) the absence of any action to enforce this Guaranty, the Loan Credit Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Credit Agreement or any other Loan Document; (ciii) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (eiv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in of Section 2(c) hereof2.2, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To Revolving Credit Commitments. (b) Each Guarantor represents, warrants and agrees that its obligations under this Guaranty are not and shall not be subject to any counterclaims, offsets or defenses of any kind (other than the extent permitted by Applicable Lawdefense of payment) against the Administrative Agent, each Guarantor expressly waives all rights it the Lenders or any Borrower whether now existing or which may now or arise in the future have under any statute future. (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateralc) for or other guaranty of the payment Each Guarantor hereby agrees and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of acknowledges that the Guaranteed Obligations. Each Guarantor agrees that , and any notice of them, shall conclusively be deemed to have been created, contracted or directive given at any time to the Administrative Agent incurred, or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent renewed, extended, amended or such Lender, andwaived, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of reliance upon this Guaranty, unless and all dealings between the Borrowers and any of the Guarantors, on the one hand, and the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and Lenders, on the other Loan Documents andhand, but for likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsGuaranty.

Nature of Guaranty. Each (a) Guarantor hereby acknowledges and agrees that this Guaranty (a) is a continuing, unconditional guaranty of payment and performance and not only of collection, collection and that its obligations Guarantor is liable hereunder as a primary obligor, (b) shall only be deemed discharged after the indefeasible satisfaction in full of the Debt, (c) shall not be reduced, released, discharged, satisfied or otherwise impacted in connection with (i) any act or occurrence that might, but for the provisions hereof, be deemed a legal or equitable reduction, satisfaction, discharge or release and/or (ii) Lender’s enforcement of remedies under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement Documents and (d) shall survive the foregoing and shall not merge with any resulting foreclosure, conveyance or any other Loan Document assignment in lieu or any other agreement, document or similar instrument (if any) with respect to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party;Collateral. (b) Guarantor shall not have any liability under this Guaranty for any acts or omissions which arise from and after the absence date Guarantor no longer Controls Borrower and no longer owns any legal or beneficial interest in Borrower as a result of the earlier to occur of the following: (A) Mortgage Lender or other third party purchaser obtains title to all of the Property by foreclosure (or deed or other transfer in lieu of foreclosure) by Mortgage Lender, (B) (x) Lender (or its agent or designee) obtains title to all of the Collateral by foreclosure (or assignment or other transfer in lieu of foreclosure) or (y) a third party obtains title to all of the Collateral in connection with a foreclosure sale of the Collateral, (C) (x) the Mezzanine B Lender (or its agent or designee) obtains title to all of the equity collateral securing the Mezzanine B Loan by foreclosure (or assignment or other transfer in lieu of foreclosure) or (y) a third party obtains title to all of the equity collateral securing the Mezzanine B Loan in connection with a foreclosure sale of such equity collateral or (D) (x) the holder of the New Mezzanine Loan (or its agent or designee) obtains title to all of the equity collateral securing the New Mezzanine Loan by foreclosure (or assignment or other transfer in lieu of foreclosure) or (y) a third party obtains title to all of the equity collateral securing the New Mezzanine Loan in connection with a foreclosure sale of the equity collateral, provided that (i) in the case of (B), (C) and (D), the result being that neither Guarantor nor any Person that Controls, is Controlled by or is under common Control with Borrower or Guarantor shall hold any direct or indirect equity interest in or Control, Borrower and, (ii) in the case of (A), (B), (C) and (D), that such acts were not committed or directed by Borrower or Guarantor or any Person that Controls, is Controlled by or is under common Control with Borrower or Guarantor. For purposes of this Section: (1) the term “Lender” includes (i) the initially named Lender and its successors and assigns and (ii) any holder of any action New Mezzanine Loan and its or their successors and assigns, (2) the term “Mezzanine B Lender” includes (i) the initially named Mezzanine B Lender and its successors and assigns and (ii) any holder of any New Mezzanine Loan (as defined in the Mezzanine B Loan Documents and/or any New Mezzanine Loan documents created pursuant to enforce this Guarantythe Mezzanine B Loan Documents) and its or their successors and assigns. For the avoidance of doubt, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect a Trigger Date shall not be deemed to have occurred if any of the provisions of this Guaranty, the Loan Agreement or any other Loan Document; events described in (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar lawA), (B), (C) or at law (D) are set aside, rescinded or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documentsinvalidated.

Nature of Guaranty. Each Guarantor agrees that this This Guaranty shall commence upon execution and delivery of the Lease and shall continue in full force and effect until all of the Obligations are paid and performed in full and are not subject to any right of extension by Lessee; provided, however, in the event the Lease is a continuing, unconditional guaranty of payment and performance and not of collectionassigned as permitted under the Lease, and in connection therewith, Lessor receives a replacement Guaranty that is acceptable to Lessor in its obligations under this Guaranty reasonable discretion, then Guarantor’s liability shall be primary, absolute limited to the obligations of Lessee accruing prior to the assignment and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party; (b) the absence of any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any effective date of the provisions of this Guaranty, the Loan Agreement or any other Loan Document; (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed replacement guaranty. The Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations under this Guaranty shall not be considered fully paid, performed and discharged unless and until all payments by Lessee to Lessor are no longer subject to any right on the final indefeasible payment and performancepart of any Person whomsoever, including but not limited to Lessee, Lessee as a debtor-in-possession and/or any trustee in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwisebankruptcy, to compel disgorge such payments or seek to recoup the Administrative Agent amount of such payments or any Lender part thereof. This Guaranty shall remain in full force and effect and continue to proceed in respect of the Guaranteed Obligations against the Borrower be effective upon an Insolvency Event. This Guaranty shall continue to be effective or be reinstated, as applicable, if at any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the time payment and performance of the Guaranteed Obligations before proceeding againstObligations, or any part thereof, are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by Lessor, whether as a condition to proceeding against“voidable preference,” “fraudulent conveyance” or otherwise, all as though such Guarantorpayment or performance had not been made. To In the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of event that any defense based upon the failure payment of the Administrative Agent Obligations, or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrowerpart thereof, such Guarantoris rescinded, any other guarantor reduced, restored or any other Person or any security (including, without limitationreturned, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences Obligations shall be null reinstated and void deemed reduced only by such amount paid to Lessor and may be ignored by the Administrative Agent not so rescinded, reduced, restored or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documentsreturned.

Nature of Guaranty. Each Guarantor (a) The U.S. Borrower agrees that this U.S. Borrower Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this U.S. Borrower Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (ai) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the U.S. Borrower, any Subsidiary thereof the Borrower or any Affiliate thereof of their respective Subsidiaries or Affiliates is or may become a party; (bii) the absence of any action to enforce this U.S. Borrower Guaranty, the Loan Agreement or this Agreement, any other Loan Document or any Hedging Agreement, or the waiver or consent by the Administrative Agent or any Lender other Secured Party with respect to any of the provisions of this U.S. Borrower Guaranty, the Loan Agreement or this Agreement, any other Loan DocumentDocument or any Hedging Agreement; (ciii) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Bowater Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender other Secured Party in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (div) any structural change in, restructuring of or other similar change of the U.S. Borrower, the Borrower or any of its their respective Subsidiaries; or (ev) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, U.S. Borrower that its obligations under this U.S. Borrower Guaranty shall not be discharged until except as under the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsSection 11.6 below.

Nature of Guaranty. Each The Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: by (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof such Borrower is or may become a party; , (b) the absence of any action to enforce this Guaranty, the Loan this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Agreement (other than an express written waiver of any provision of this Article XI pursuant to Section 14.11) or any other Loan Document; , (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); ) or (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each the Guarantor that, subject to the first sentence in Section 2(c) hereof, that its obligations under this Guaranty shall not be discharged until the final and indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate CommitmentCommitments. To the extent permitted by Applicable Law, each The Guarantor expressly waives all rights it may now or in the future have under any statute (including, including without limitation, limitation North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the any such Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such the Guarantor. To the extent permitted by Applicable Law, each The Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the any such Borrower, such Guarantor, any other guarantor the Guarantor or any other Person party or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each The Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documentsthis Agreement.

Nature of Guaranty. Each The obligations hereunder are independent of the obligations of Debtor, or of any other person whomsoever, and a separate action or actions may from time to time be brought and prosecuted against Guarantor or any other guarantor, whether action is or has been brought against Debtor or any other person, or whether Debtor or such other person is joined in any such action or actions. Guarantor agrees that this Guaranty is a continuingits liability hereunder shall not be affected or impaired nor shall Guarantor be discharged in whole or in part, unconditional guaranty by any of payment and performance and not of collectionthe following-described occurrences, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment ofcombination thereof with respect to Debtor or any other guarantor, or change inany partner or affiliate of Debtor: death, this Guarantyincompetency, dissolution, insolvency, bankruptcy (whether or not Debtor or such other guarantor was granted a discharge with respect to the Loan Agreement or this or any other Loan Document Guaranty Agreement), litigation, or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party; (b) the absence of withdrawal; nor shall any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent inaction by the Administrative Agent or any Lender with respect to any such event affect Guarantor’s liability in any manner. In the event of the provisions pendency of this Guarantyany receivership, the Loan Agreement or any other Loan Document; (c) the existenceinsolvency, value or condition ofliquidation, or failure to perfect its Lien againstbankruptcy, any security (includingreorganization, without limitationarrangement, the Collateral) for adjustment, composition or other guaranty judicial proceeding relative to Guarantor or to the property of Guarantor, Lender shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim for the whole amount of the Guaranteed Obligations indebtedness guaranteed hereby and to file such other papers or documents as may be necessary or advisable in order to have the claims of Lender (including any actionclaims for the reasonable compensation, expenses, disbursements and advances of Lender and Lender’s agents and counsel) allowed in such judicial proceedings; and (b) to collect and receive any monies or the absence of any action, by the Administrative Agent other property payable or any Lender in respect of such security or guaranty (including, without limitation, the release of deliverable on any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documentsclaims.

Nature of Guaranty. Each Guarantor agrees that this Guaranty is hereby absolutely and unconditionally guarantees, jointly and severally, as a continuing, unconditional guaranty guarantee of payment and performance and not merely as a guarantee of collection, prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and that its obligations at all times thereafter, of any and all existing and future Obligations including, without limitation, all indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary, of Borrower to the Credit Parties arising under this the Credit Agreement, the other Loan Documents, and the Secured Hedge Agreements (including all renewals, extensions, modifications, amendments, and restatements thereof and all costs, attorneys’ fees and expenses incurred by any Credit Party in connection with the collection or enforcement thereof) (collectively, the “Guaranteed Obligations”) and hereby consents to any extension of the Maturity Date pursuant to Section 2.14 of the Credit Agreement or otherwise. Administrative Agent’s books and records showing the amount of the Guaranteed Obligations under the Loan Documents shall, absent manifest error, be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor and conclusive for the purpose of establishing the amount of such Guaranteed Obligations. The amount of any Guaranteed Obligations under any Secured Hedge Agreement shall be determined in accordance with the terms of such Secured Hedge Agreement. This Guaranty shall not be primary, absolute and unconditional, irrespective of, and unaffected by: (a) affected by the genuineness, validity, regularity, or enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party; (b) the absence of any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Agreement or any other Loan Document; (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any actioninstrument or agreement evidencing any Guaranteed Obligations, or by the absence existence, validity, enforceability, perfection, or extent of any actioncollateral therefor, or by any fact or circumstance relating to the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances Guaranteed Obligations which might otherwise constitute a legal or equitable discharge or defense to the obligations of a surety or guarantor; it being agreed by any Guarantor under this Guaranty. The obligations of each Guarantor that, hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to the first sentence in avoidance under Section 2(c) hereof, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, 548 of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable LawBankruptcy Code (Title 11, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent United States Code) or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage comparable provisions of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documentsapplicable state law.

Nature of Guaranty. Each (a) The Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (ai) the genuineness, legality, validity, regularity, enforceability or any future amendment of, or change in, or supplement to, this Guaranty, the Loan Agreement or any other Loan Document Document, or any other agreement, document or instrument to which the BorrowerBorrowers, any Subsidiary thereof the Guarantor or any Affiliate thereof of its respective Subsidiaries or Affiliates is or may become a party, (including any increase in the Obligations resulting from any extension of additional credit or otherwise); (bii) any action under or in respect of this Agreement or any other Loan Document in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, power or privileges (including any manner of sale, disposition or any application of any sums by whomever paid or however realized to any Guaranteed Obligations owing by the Borrowers or the Guarantor to the Administrative Agent or any other Credit Party in such manner as the Administrative Agent or any other Credit Party shall determine in its reasonable discretion); (iii) the absence of any action to enforce this Guaranty, the Loan Agreement this Agreement, or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender other Credit Party with respect to any of the provisions of this Guaranty, the Loan this Agreement or any other Loan Document; (civ) the existence, value or condition of, or failure to perfect its Lien against, any security (includingfor, without limitationif any, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender other Credit Party in respect of such security security, if any, or guaranty (including, without limitation, the release of any such security or guaranty); (dv) any structural change in, restructuring of or other similar organizational change of the Borrower Borrowers, the Guarantor, any other guarantors or any of its Subsidiariestheir respective Subsidiaries or Affiliates; or (evi) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; ; (vii) it being agreed by each the Guarantor that, subject to the first sentence in of Section 2(c) hereof9.02, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations (other than contingent indemnification obligations) and the termination of the Aggregate Commitment. To the extent permitted by Applicable LawCommitments. (b) The Guarantor represents, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of warrants and agrees that the Guaranteed Obligations and its obligations under this Guaranty are not and shall not be subject to any counterclaims, offsets or defenses of any kind (other than the defense of payment) against the Borrower or any other party or against any security (including, without limitationAdministrative Agent, the Collateralother Credit Parties or the Borrowers whether now existing or which may arise in the future. (c) for or other guaranty of the payment The Guarantor hereby agrees and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of acknowledges that the Guaranteed Obligations. Each Guarantor agrees that , and any notice of them, shall conclusively be deemed to have been created, contracted or directive given at any time to the Administrative Agent incurred, or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent renewed, extended, amended or such Lender, andwaived, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of reliance upon this Guaranty, unless and all dealings among the Borrowers and the Guarantor, on the one hand, and the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and other Credit Parties, on the other Loan Documents andhand, but for likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsGuaranty.

Nature of Guaranty. (a) Each Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (ai) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, Borrower or any Subsidiary thereof or any Affiliate thereof is or may become a party; (bii) the absence of any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Agreement or any other Loan Document; (ciii) the existence, value or condition of, or failure to perfect its any Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (eiv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorguarantor (all of which are, to the fullest extent permitted by law, hereby waived); it being agreed by each Guarantor that, subject to the first sentence in of Section 2(c) hereof2.2, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations Obligations. (b) Each Guarantor represents, warrants and the termination agrees that its obligations under this Guaranty are not and shall not be subject to any counterclaims, offsets or defenses (except payment in full) of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations kind against the Borrower Lender or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor whether now existing or any other Person or any security which may arise in the future. (including, without limitation, the Collateralc) for the payment Each Guarantor hereby agrees and performance of acknowledges that the Guaranteed Obligations. Each Guarantor agrees that , and any notice of them, shall conclusively be deemed to have been created, contracted or directive given at any time to the Administrative Agent incurred, or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent renewed, extended, amended or such Lender, andwaived, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of reliance upon this Guaranty, unless and all dealings between the Administrative Agent Borrower and any of the Guarantors, on the one hand, and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and Lender, on the other Loan Documents andhand, but for likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsGuaranty.

Nature of Guaranty. Each Guarantor agrees that this This Guaranty is a continuing, unconditional guaranty of payment payment, performance and performance compliance and not of collectioncollection and the Guarantor expressly agrees that it shall not be necessary or required that the Creditors exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Borrower or any other Person before or as a condition to the obligations of the Guarantor hereunder. This Guaranty is a primary obligation of the Guarantor and shall be an absolute, unconditional, present, and that its obligations under this continuing obligation and shall not be subject to any counterclaim, setoff, deduction, diminution, abatement, recoupment, suspension, deferment, reduction, or defense based on any claim the Guarantor or any other Person may have against the Borrower, the Creditors or any other Person. This Guaranty shall only be primarydischarged by the complete and indefeasible satisfaction of all of the Obligations and shall not be released, absolute and unconditionaldischarged or affected by any circumstance whatsoever, irrespective of, and unaffected byincluding without limitation: (a) the genuinenessunenforceability, validityinvalidity, regularity, enforceability irregularity or any future amendment of, or change in, this Guaranty, lack of genuineness of the Loan Agreement or any other Loan Transaction Document or any other agreement, document or instrument to which of the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a partyobligations under the Transaction Documents; (b) any amendment, modification, termination, or removal of, or addition or supplement to, the absence Transaction Documents, or any change in time, manner, or place of payment or performance of any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Agreement or any other Loan DocumentObligation; (c) the existenceany assignment, value or condition ofmortgage, release, exchange, addition, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence transfer of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty)Collateral; (d) any structural change infailure, restructuring of refusal, omission or other similar change delay on the part of the Borrower Borrower, any Creditor or any other Person to conform or comply with any term of its Subsidiaries; orthe Transaction Documents or any other agreement; (e) any waiver, consent, extension, indulgence, surrender, settlement, subordination, release, compromise, or other action agreement, or the exercise or non-exercise of any right or remedy thereunder, with or without consideration; (f) the occurrence and/or continuance of any bankruptcy, insolvency, reorganization, liquidation, arrangement, adjustment of debt, relief of debtors, dissolution, or similar proceeding with respect to the Borrower, any Creditor, or any other Person, including without limitation any modification of the Borrower’s obligations under any Transaction Document in connection with any such proceeding; (g) any defect in the title, condition, compliance with specifications, design, operation, or fitness for use of, or any damage to or loss of, or governmental prohibition or restriction, condemnation, requisition, or seizure of, any Collateral for any reason; (h) any merger, consolidation, restructuring, termination of existence, sale of assets, or change in the ownership of any membership interests, shares of capital stock or other equity interest of the Borrower or the Guarantor; (i) any present or future law, regulation, or order in any jurisdiction (whether of right or in fact) or any agency thereof affecting any term of any Obligation or any rights of any Creditor with respect thereto, including, without limitation, any law, regulation or order purporting to vary the terms of payment or to restrict the right or power of the Borrower or of the Guarantor or either of them to make payment of any of their respective Obligations to the Creditors; or (j) any other circumstances whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law)available to, or at law or in equitya discharge of, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against either the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documents.

Nature of Guaranty. Each Guarantor agrees that this This Guaranty Agreement is a continuingcomplete and continuing one. The obligations, unconditional guaranty covenants, agreements and duties of payment and performance and not of collection, and that its obligations each Guarantor under this Guaranty Agreement shall be primaryjoint and several with Obligor and each other Guarantor, shall be irrevocable, absolute and unconditional, irrespective ofshall remain in full force and effect until payment in full of the Secured Obligations, and unaffected byshall in no way be affected or impaired by reason of the happening from time to time of any other event, including, without limitation, the following, whether or not any such event shall have occurred without notice to or the consent of any Guarantor: (a) the genuinenesswaiver, validitycompromise, regularitysettlement, enforceability termination or other release of the performance or observance by any Guarantor, or any future amendment of, other Person liable or change in, this Guaranty, to become liable for repayment of the Loan Agreement or any other Loan Document the Notes or any or all of such Guarantor’s or other agreementPerson’s agreements, document covenants, terms or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a partyconditions contained in this Guaranty Agreement; (b) the absence extension of any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to time for payment of any of the provisions Secured Obligations or of the time for performance of any obligations, covenants or agreements under or arising out of this Guaranty, Guaranty Agreement or the Loan Agreement or any other Loan DocumentDocuments; (c) any failure, omission, delay or lack on the existencepart of Administrative Agent and/or Lenders to enforce, value assert or condition ofexercise any right, power or failure to perfect its Lien againstremedy conferred on Administrative Agent and/or Lenders in the Loan Agreement, the Notes, any security (including, without limitation, the Collateral) for Loan Documents or other guaranty of the Guaranteed Obligations or any actionthis Guaranty Agreement, or the absence inability of any action, by the Administrative Agent and/or Lenders to enforce any provision of this Guaranty Agreement, the Loan Agreement, the Notes or any Lender in respect of such security the Loan Documents for any reason, or guaranty (includingany other act or omission on the part of Administrative Agent, without limitation, Lenders or any of the release holders from time to time of any such security or guaranty)the Notes; (d) the transfer, assignment or mortgaging, or the purported transfer, assignment or mortgaging, of all or any structural change inpart of the interest of Obligor or any Guarantor in the Property or any failure of title with respect to the interest of Obligor or any Guarantor in the Property or the invalidity, restructuring unenforceability or termination of the Loan Agreement; (e) the modification or amendment (whether material or otherwise) of any obligation, covenant or agreement set forth in this Guaranty Agreement, the Loan Agreement, the Notes or the Loan Documents; (f) the voluntary or involuntary liquidation, dissolution, sale of all or substantially all of the assets, marshalling of assets and liabilities, receivership, conservatorship, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar change of the Borrower proceeding affecting Obligor or any Guarantor or any of its Subsidiariestheir respective assets or any allegation or contest of the validity of this Guaranty Agreement, the Loan Agreement, the Notes or the Loan Documents; (g) the release of any Obligor or any Guarantor (or any other Person liable to perform or observe any agreements, covenants, duties or obligations of any of them) from the performance or observance of any of the agreements, covenants, terms or conditions contained in the Loan Agreement, the Notes, any of the Loan Documents or this Guaranty Agreement; (h) the surrender or impairment of any security for the performance or observance of any of the agreements, covenants, terms and conditions contained in the Loan Agreement, the Notes, the Loan Documents or this Guaranty Agreement; (i) any failure of Obligor or any Guarantor to perform and observe any agreement or covenant, or to discharge any duty or obligation, arising out of or connected with the Loan Agreement, the Notes, this Guaranty Agreement or the Loan Documents or the occurrence or pendency of any Default or Event of Default thereunder or any proceedings or actions as a result of, or attendant upon, such Event of Default; (j) the invalidity or unenforceability of any Loan Party’s obligations under any Loan Document or any other agreement or instrument relating thereto; (k) the taking or the omission of any of the actions referred to in the Loan Agreement, the Notes, any Loan Documents or of any actions under this Guaranty Agreement; or (el) the failure to give notice to any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense Guarantor of the occurrence of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations default under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, Agreement or of the Guaranteed Obligations occurrence of an Event of Default under the terms and the termination provisions of the Aggregate CommitmentLoan Agreement, the Notes or any of the Loan Documents. To the extent permitted No set-off, counterclaim, reduction, or diminution of any obligation, or any defense of any kind or nature (other than performance by Applicable Law, each a Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar lawof such Guarantor’s obligations hereunder), which Obligor may have or at law assert against a Guarantor or which a Guarantor may have or assert against Obligor or which Obligor may have or assert against Administrative Agent and/or any Lender shall be available hereunder to any Guarantor against Administrative Agent and/or any Lender. In the event that, after payment in equityfull of the Secured Obligations, any payment or payments received thereon are voided or rescinded, whether as a preference in bankruptcy or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage amount of any defense based upon the failure of the Administrative Agent or any Lender such payment shall be deemed to commence an action in respect of the Guaranteed be Secured Obligations against the Borrowercovered by this Guaranty Agreement, this Guaranty Agreement shall be immediately deemed revived as to such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) amounts and Guarantor shall remain liable for the payment of all such amounts, and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the shall indemnify Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Agent, each Lender, andand each Related Party from such amounts, in addition, may not be pleaded or introduced as evidence in any litigation relating together with collection costs and other sums due pursuant to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsAgreement.

Nature of Guaranty. Each The Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: by (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof such Borrower is or may become a party; , (b) the absence of any action to enforce this Guaranty, the Loan this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan this Agreement or any other Loan Document; , (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); ) or (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each the Guarantor that, subject to the first sentence in Section 2(c) hereof, that its obligations under this Guaranty shall not be discharged until the final and indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate CommitmentCommitments. To the extent permitted by Applicable Law, each The Guarantor expressly waives all rights it may now or in the future have under any statute (including, including without limitation, limitation North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the any such Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such the Guarantor. To the extent permitted by Applicable Law, each The Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the any such Borrower, such Guarantor, any other guarantor the Guarantor or any other Person party or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each The Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent Agents and the Lenders would decline to enter into the Loan Agreement and the other Loan Documentsthis Agreement.

Nature of Guaranty. (a) Each Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (ai) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Credit Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof Parental Entity Guarantor, any Guarantor or any Affiliate thereof of their respective Subsidiaries or Affiliates is or may become a party; (bii) the absence of any action to enforce this Guaranty, the Loan Credit Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Credit Agreement or any other Loan Document; (ciii) the existence, value or condition of, or failure to perfect its the Administrative Agent’s Lien against, any security (includingfor, without limitation, the Collateral) for or other guaranty of of, the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (div) any structural change in, restructuring of or other similar change of the Borrower Borrower, the Parental Entity Guarantors, any Guarantor or any of its their respective Subsidiaries; or (ev) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in of Section 2(c) hereof2.2, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To Commitments; provided that notwithstanding anything to the extent permitted by Applicable Lawcontrary in this Section 2.5, each a Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of be released from the Guaranteed Obligations against the Borrower or and any other party or against any security obligations hereunder pursuant to Section 4.16 of this Guaranty. (includingb) Each Guarantor hereby represents and warrants that its obligations under this Guaranty are not, without limitation, the Collateral) for or other guaranty of the payment and performance of agrees that the Guaranteed Obligations before proceeding againstand any other obligations hereunder shall not be, subject to any counterclaims, offsets or as defenses (other than a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage defense of payment) of any defense based upon the failure of kind against the Administrative Agent Agent, the Lenders or any Lender to commence an action the Borrower whether now existing or which may arise in respect of the future. (c) Each Guarantor hereby agrees and acknowledges that the Guaranteed Obligations against the Borrower, such Guarantor, and any other guarantor obligations hereunder, and any of them, shall conclusively be deemed to have been created, contracted or any other Person incurred, or any security (includingrenewed, without limitationextended, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice amended or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, andwaived, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of reliance upon this Guaranty, unless and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and Lenders, on the other Loan Documents andhand, but for likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsGuaranty.

Nature of Guaranty. Each Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty Agreement shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof Borrower is or may become a party; (b) the absence of any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Agreement or any other Loan Document; (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (ed) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, that its obligations under this Guaranty shall not be discharged until the final and indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seqET SEQ. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor Guarantor or any other Person party or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documentsthis Agreement.

Nature of Guaranty. (a) Each Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (ai) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Credit Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof Borrower or any Affiliate thereof other Guarantor or any of their respective Subsidiaries or Affiliates is or may become a party; (bii) the absence of any action to enforce this Guaranty, the Loan Credit Agreement or any other Loan Document or Hedging Agreement, or the waiver or consent by the Administrative Agent or any Lender other Secured Party with respect to any of the provisions of this Guaranty, the Loan Credit Agreement or any other Loan DocumentDocument or Hedging Agreement; (ciii) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender other Secured Party in respect of such security or guaranty (including, without limitation, including the release of any such security or guaranty); (div) any structural change in, restructuring of or other similar change of the Borrower any Borrower, any other Guarantor or any of its their respective Subsidiaries; or (ev) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each such Guarantor that, subject to the first sentence in of Section 2(c) hereof2.2, its obligations under this Guaranty shall not be discharged until except as provided under the final indefeasible payment terms of Section 2.10 and performanceSection 5.17 of this Guaranty. (b) Each Guarantor hereby represents, in full, of warrants and agrees that the Guaranteed Obligations and any other obligations hereunder are not, and agrees that its obligations under this Guaranty shall not be, subject to any counterclaims, offsets or defenses of any kind (other than the termination defense of payment) against the Aggregate Commitment. To Administrative Agent, the extent permitted by Applicable Law, each Guarantor expressly waives all rights it Secured Parties or the Borrowers whether now existing or which may now or arise in the future have under any statute future. (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateralc) for or other guaranty of the payment Each Guarantor hereby agrees and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of acknowledges that the Guaranteed Obligations. Each Guarantor agrees that , and any notice of them, shall conclusively be deemed to have been created, contracted or directive given at any time to the Administrative Agent incurred, or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent renewed, extended, amended or such Lender, andwaived, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of reliance upon this Guaranty, unless and all dealings between the Borrowers and any of the Guarantors, on the one hand, and the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and any other Secured Party, on the other Loan Documents andhand, but for likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsGuaranty.

Nature of Guaranty. Each Guarantor agrees that this Guaranty is hereby absolutely and unconditionally guarantees, as a continuing, unconditional guaranty guarantee of payment and performance and not merely as a guarantee of collection, the due and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise), (b) all costs, attorneys’ fees and expenses incurred by any holder in connection with the collection or enforcement thereof, and (c) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other instrument referred to therein’ (all such obligations described in clauses (a), (b) and (c) above are herein called the “Guaranteed Obligations”). Issuer’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity, or enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party; (b) the absence of any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Agreement or any other Loan Document; (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any actioninstrument or agreement evidencing any Guaranteed Obligations, or by any fact or circumstance relating to the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances Guaranteed Obligations which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations of Guarantor under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documents.

Nature of Guaranty. (a) Each Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that to the extent permitted by Applicable Law, its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (ai) the genuineness, legality, validity, regularity, enforceability or any future amendment of, or change in, this Guarantyor supplement to, the Credit Agreement, any other Loan Document, any Cash Management Agreement or any other Loan Document Hedge Agreement or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof Guarantor or any Affiliate thereof of their respective Subsidiaries or Affiliates is or may become a party, (including any increase in the Secured Obligations resulting from any extension of additional credit or otherwise); (bii) any action under or in respect of the Credit Agreement, any other Loan Document, any Cash Management Agreement or any Hedge Agreement in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver 60009077_4 or refraining from exercising any such remedies, power or privileges (including any manner of sale, disposition or any application of any sums by whomever paid or however realized to any Guaranteed Obligations owing by the Borrower or any Guarantor to the Administrative Agent or any other Secured Party in such manner as the Administrative Agent or any other Secured Party shall determine in its reasonable discretion); (iii) the absence of any action to enforce this Guaranty, the Credit Agreement, any other Loan Document, any Cash Management Agreement or any other Loan Document Hedge Agreement or the waiver or consent by the Administrative Agent or any Lender other Secured Party with respect to any of the provisions of this Guaranty, the Loan Agreement or Credit Agreement, any other Loan Document, any Cash Management Agreement or any Hedge Agreement; (civ) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender other Secured Party in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (dv) any structural change in, restructuring of or other similar organizational change of the Borrower Borrower, any Guarantor, any other guarantors or any of its Subsidiariestheir respective Subsidiaries or Affiliates; or (evi) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in of Section 2(c) hereof2.2, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations (other than (1) contingent indemnification obligations, (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (3) Letters of Credit that have been Cash Collateralized) and the termination of the Aggregate Commitment. To Revolving Credit Commitments. (b) Each Guarantor represents, warrants and agrees that to the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of Law the Guaranteed Obligations and its obligations under this Guaranty are not and shall not be subject to any counterclaims, offsets or defenses of any kind (other than the defense of payment or performance) against the Borrower or any other party or against any security (including, without limitationAdministrative Agent, the Collateralother Secured Parties or the Borrower whether now existing or which may arise in the future. (c) for or other guaranty of the payment Each Guarantor hereby agrees and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of acknowledges that the Guaranteed Obligations. Each Guarantor agrees that , and any notice of them, shall conclusively be deemed to have been created, contracted or directive given at any time to the Administrative Agent incurred, or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent renewed, extended, amended or such Lender, andwaived, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of reliance upon this Guaranty, unless and all dealings among the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and other Secured Parties, on the other Loan Documents andhand, but for likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsGuaranty.

Nature of Guaranty. Each The obligations, covenants, agreements and ------------------ duties of the Guarantor agrees that this Guaranty is a continuinghereunder shall remain in full force and effect until the Obligations are finally, unconditional guaranty indefeasibly and unconditionally paid and performed in full in accordance with the terms of payment and performance and the Operative Documents and, to the maximum extent permitted by law, shall in no way be affected or impaired by reason of the happening from time to time of any other event, including, without limitation, the following, whether or not any such event shall have occurred without notice to or the consent of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected bythe Guarantor: (a) the genuinenesswaiver, validitycompromise, regularitysettlement, enforceability termination or other release of the performance or observance by the Guarantor or the Charterer of any future amendment ofor all of their respective agreements, covenants, terms or change in, conditions contained in this GuarantyGuaranty (other than Section 2.1 hereof), the Loan Agreement or any Participation Agreement, the Charter and the other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a partyOperative Documents; (b) any failure, omission, delay or lack on the absence part of the Beneficiaries to enforce, assert or exercise any action to enforce right, power or remedy conferred on the Beneficiaries in the Participation Agreement, the Charter, the other Operative Documents or this Guaranty, or the Loan Agreement inability of the Beneficiaries to enforce any provision of the Participation Agreement, the Charter, the other Operative Documents or this Guaranty for any reason, or any other Loan Document act or omission on the waiver or consent by the Administrative Agent or any Lender with respect to any part of the provisions of this Guaranty, the Loan Agreement or any other Loan DocumentBeneficiaries; (c) the existencetransfer, value assignment or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any actionmortgaging, or the absence purported transfer, assignment or mortgaging, of all or any actionpart of the interest of the Charterer in the Vessel Interest or the Vessel or the invalidity, unenforceability or termination of the Participation Agreement, the Charter or any other Operative Document or any defect in the title of the Vessel or any part thereof or any loss of possession, use or operational control of the Vessel or any part thereof by the Administrative Agent Charterer or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty)Permitted Subcharterer; (d) the modification or amendment (whether material or otherwise) of any structural change inobligation, restructuring covenant or agreement set forth in the Participation Agreement, the Charter, or any other Operative Document; (e) the voluntary or involuntary liquidation, dissolution, sale of all or substantially all of the assets, marshalling of assets and liabilities, receivership, conservatorship, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar change of proceedings affecting the Borrower Charterer or any of its Subsidiariesassets or any allegation or contest of the validity of this Guaranty, the Participation Agreement, the Charter or any other Operative Document in any such proceeding; (f) the surrender or impairment of any security for the performance or observance of any of the Obligations; (g) any failure of the Guarantor or the Charterer to perform and observe any agreement or covenant, or to discharge any duty or obligation, arising out of or connected with this Guaranty, the Participation Agreement, the Charter or any other Operative Document or the occurrence or pendency of any Charter Default or Charter Event of Default or any proceedings or actions as a result of, or attendant upon, such Charter Default or Charter Event of Default; (h) the inability of the Guarantor, the Beneficiaries or the Charterer to enforce any provision of this Guaranty, the Participation Agreement, the Charter or any other Operative Document for any reason; (i) the failure to give notice to the Guarantor or the Charterer of the occurrence of an event of default under the terms and provisions of the Participation Agreement, the Charter or the other Operative Documents; (j) the disposition by the Guarantor of any or all of its interest in any capital stock of the Charterer or any change, restructuring or termination of the corporate structure, ownership or existence of the Charterer; (k) any set-off, counterclaim, reduction, or diminution of any Obligation, or any defense of any kind or nature whatsoever (other than performance) which the Guarantor or the Charterer may have or assert against the Beneficiaries; or (el) any other action or circumstances which circumstance (other than performance) that might otherwise constitute a legal or equitable defense or discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or surety with respect to any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsObligation.

Nature of Guaranty. (a) Each Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (ai) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Credit Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Guarantor, any Subsidiary thereof Guarantor or any Affiliate thereof of their respective Subsidiaries or Affiliates is or may become a party; (bii) the absence of any action to enforce this Guaranty, the Loan Credit Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Credit Agreement or any other Loan Document; (ciii) the existence, value or condition of, or failure to perfect its the Administrative Agent’s Lien against, any security (including, without limitation, the Collateral) for or other guaranty of of, the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (div) any structural change in, restructuring of or other similar change of the Borrower Borrower, any Guarantor, any Subsidiary Guarantor or any of its their respective Subsidiaries; or; (ev) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in of Section 2(c) hereof2.2, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To Commitments; provided that notwithstanding anything to the extent permitted by Applicable Lawcontrary in this Section 2.5, each a Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of be released from the Guaranteed Obligations against the Borrower or and any other party or against any security obligations hereunder pursuant to Section 4.16 of this Guaranty. (including, without limitation, the Collateralb) for or other guaranty of the payment Each Guarantor hereby represents and performance of warrants that the Guaranteed Obligations before proceeding againstand any other obligations hereunder are not, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees that its obligations under this Guaranty shall not be, subject to assert any counterclaims, offsets or take advantage defenses (other than a defense of payment) of any defense based upon the failure of kind against the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitationAgent, the CollateralLenders or the Borrower whether now existing or which may arise in the future. (c) for the payment Each Guarantor hereby agrees and performance of acknowledges that the Guaranteed Obligations. Each Guarantor agrees that , and any notice other obligations hereunder, and any of them, shall conclusively be deemed to have been created, contracted or directive given at any time to the Administrative Agent incurred, or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent renewed, extended, amended or such Lender, andwaived, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of reliance upon this Guaranty, unless and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and Lenders, on the other Loan Documents andhand, but for likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsGuaranty.

Nature of Guaranty. Each Guarantor (a) Holdings agrees that this Parent Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Parent Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (ai) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Bridge Loan Document or any other agreement, document or instrument to which Holdings, the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party; (bii) the absence of any action to enforce this Parent Guaranty, the Loan this Agreement or any other Bridge Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Parent Guaranty, the Loan this Agreement or any other Bridge Loan Document; (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (diii) any structural change in, restructuring of or other similar change of Holdings, the Borrower or any of its their Subsidiaries; or (eiv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, Holdings that its obligations under this Parent Guaranty shall not be discharged until the final and indefeasible payment and performance, in full, of the Guaranteed Obligations (other than contingent indemnity obligations). (b) Holdings represents, warrants and agrees that its obligations under this Parent Guaranty are not and shall not be subject to any counterclaims, offsets or defenses of any kind against the termination of Lenders or the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it Borrower whether now existing or which may now or arise in the future have under any statute future. (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateralc) for or other guaranty of the payment Holdings hereby agrees and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of acknowledges that the Guaranteed Obligations. Each Guarantor agrees that , and any notice of them, shall conclusively be deemed to have been created, contracted or directive given at incurred, or renewed, extended, amended or waived, in reliance upon this Parent Guaranty, and all dealings between Holdings, the Borrower and any time to of the Administrative Agent or any Lender which is inconsistent with Subsidiary Guarantors, on the waivers in one hand, and the preceding two sentences Lenders, on the other hand, likewise shall be null and void and may be ignored by the Administrative Agent conclusively presumed to have been had or such Lender, and, consummated in addition, may not be pleaded or introduced as evidence in any litigation relating to reliance upon this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Parent Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documents.

Nature of Guaranty. (a) Each Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be exclusive and independent of any security for or other guaranty of the Guaranteed Obligations whether executed by any such Guarantor, any other guarantor or by any other party and shall be primary, absolute and unconditional, irrespective of, and unaffected by: (ai) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Credit Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof Guarantor or any Affiliate thereof of their respective Subsidiaries or Affiliates is or may become a party; (bii) the absence of any action to enforce this Guaranty, the Loan Credit Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender Secured Party with respect to any of the provisions of this Guaranty, the Loan Credit Agreement or any other Loan Document;; CHAR2\1571985v3 (ciii) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender Secured Party in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (div) any structural change in, restructuring of or other similar change of the Borrower Borrower, any Guarantor or any of its their respective Subsidiaries; or; (ev) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorguarantor (other than the defense of payment or performance); or (vi) any direction as to application of payment by the Borrower or by any other party; it being agreed by each Guarantor that, subject to the first sentence in of Section 2(c) hereof2.2, its obligations under this Guaranty shall not be discharged until the final indefeasible payment (or, in the case of Letters of Credit, cash collateralized in accordance with the terms of the Credit Agreement) and performance, in full, of the Guaranteed Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Commitments are terminated; provided that a Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of be released from the Guaranteed Obligations pursuant to Section 4.16 of this Guaranty. (b) Each Guarantor represents, warrants and agrees that its obligations under this Guaranty are not and shall not be subject to any counterclaims, offsets or defenses of any kind against the Borrower or any other party or against any security (including, without limitationAdministrative Agent, the CollateralSecured Parties or the Borrower whether now existing or which may arise in the future. (c) for or other guaranty of the payment Each Guarantor hereby agrees and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of acknowledges that the Guaranteed Obligations. Each Guarantor agrees that , and any notice of them, shall conclusively be deemed to have been created, contracted or directive given at any time to the Administrative Agent incurred, or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent renewed, extended, amended or such Lender, andwaived, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of reliance upon this Guaranty, unless and all dealings between the Borrower and any Guarantor, on the one hand, and the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and Secured Parties, on the other Loan Documents andhand, but for likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsGuaranty.

Nature of Guaranty. Each The Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its is obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: by (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof Borrower is or may become a party; , (b) the absence of any action to enforce this Guaranty, the Loan Agreement Guaranty or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender SBA with respect to any of the provisions of this Guaranty, the Loan Agreement or any other Loan Document; , (c) the existence, value or condition of, or failure to perfect its Lien lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender SBA in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); ) or (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each the Guarantor that, subject to the first sentence in Section 2(c) hereof, that its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate CommitmentObligations. To the extent permitted by Applicable Law, each The Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender SBA to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such the Guarantor. To the extent permitted by Applicable Law, each The Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender SBA to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor the Guarantor or any other Person party or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each The Guarantor agrees that any notice or directive given at any time by Borrower or Guarantor to the Administrative Agent or any Lender SBA which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such LenderSBA, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have SBA has specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documents.

Nature of Guaranty. Each Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Credit Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party; (b) the absence of any action to enforce this Guaranty, the Loan Credit Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Credit Agreement or any other Loan Document; (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c2(b) hereof, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documents.Aggregate

Nature of Guaranty. Each (a) The Guarantor agrees that this Guaranty Agreement is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty Agreement shall be primary, absolute and unconditional, irrespective of, and unaffected by, and the Guarantor hereby irrevocably waives, to the extent not prohibited by Applicable Law, any defenses to enforcement it may have (now or in the future) by reason of: (ai) the genuineness, legality, validity, regularity, enforceability or any future amendment of, or change in, this Guarantyor supplement to, the Credit Agreement, any other Loan Document, any Secured Cash Management Agreement or any other Loan Document Secured Hedge Agreement or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof Borrower or any Affiliate thereof of its Subsidiaries or Affiliates is or may become a partyparty (including any increase in the Guaranteed Obligations resulting from any extension of additional credit or otherwise); (bii) any action under or in respect of the Credit Agreement, any other Loan Document, any Secured Cash Management Agreement or any Secured Hedge Agreement in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges (including any change in the time, place or manner of payment of, or in any other term of, the Guaranteed Obligations or any other obligation of any Credit Party under any Loan Document, any Secured Cash Management Agreement, any Secured Hedge Agreement or any rescission, waiver, amendment or other modification of any Loan Document or any other agreement, including any increase in the Guaranteed Obligations resulting from any extension of additional credit or otherwise); (iii) the absence of any action to enforce this GuarantyAgreement, the Credit Agreement, any other Loan Document, any Secured Cash Management Agreement or any other Loan Document Secured Hedge Agreement or the waiver or consent by the Administrative Agent or any Lender other Secured Party with respect to any of the provisions of this GuarantyAgreement, the Loan Agreement or Credit Agreement, any other Loan Document, any Secured Cash Management Agreement or any Secured Hedge Agreement; (civ) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender other Secured Party in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (dv) any structural change in, restructuring of or other similar organizational change of the Borrower any Borrower, any other guarantors or any of its Subsidiaries; ortheir respective Subsidiaries or Affiliates; (evi) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; or (vii) any other circumstance (including, without limitation, any statute of limitations) or manner of administering the Loans or any existence of or reliance on any representation by any Secured Party that might vary the risk of any guarantor or otherwise operate as a defense available to, or a legal or equitable discharge of, any Credit Party or any other guarantor or surety; it being agreed by each the Guarantor that, subject to the first sentence in of Section 2(c) hereof2.2, its obligations under this Guaranty Agreement shall not be discharged until the final indefeasible payment and performance, Payment in full, Full of the Guaranteed Obligations and the termination of the Aggregate Commitment. To Commitments. (b) The Guarantor represents, warrants and agrees that, to the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations and its obligations under this Agreement are not and shall not be subject to any counterclaims, offsets or defenses of any kind (other than the defense of payment or performance) against the Borrower Administrative Agent, the other Secured Parties or any other party Borrower whether now existing or against any security which may arise in the future. (including, without limitation, the Collateralc) for or other guaranty of the payment The Guarantor hereby agrees and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of acknowledges that the Guaranteed Obligations. Each Guarantor agrees that , and any notice of them, shall conclusively be deemed to have been created, contracted or directive given at any time to the Administrative Agent incurred, or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent renewed, extended, amended or such Lender, andwaived, in additionreliance upon this Agreement, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for and all dealings among the reason that such pleading or introduction would be at variance with Borrowers, on the written terms of this Guarantyone hand, unless and the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and other Secured Parties, on the other Loan Documents andhand, but for likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsAgreement.

Nature of Guaranty. Each The Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collectioncompletion, and that its his obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Development Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof Developer is or may become a party; (b) the absence of any action to enforce this Guaranty, Guaranty or the Loan Development Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender Town with respect to any of the provisions of this Guaranty, Guaranty or the Loan Agreement or any other Loan DocumentDevelopment Agreement; (c) the existence, value or condition of, or failure to perfect its Lien against, of any security (including, without limitation, the Collateralincluding bonds) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender Town in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (ed) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each the Guarantor that, subject to the first sentence in Section 2(c) hereof, that its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate CommitmentObligations. To the extent permitted by Applicable Lawlaw, each the Guarantor expressly waives all rights it may now or in the future have under any statute (including, including without limitation, North Carolina General Statutes limitation N.C.G.S. Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender Town to proceed in respect of the Guaranteed Obligations against the Borrower Developer or any other party or against any security (includingfor, without limitation, the Collateral) for or bond or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Lawlaw, each the Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender Town to commence an action in respect of the Guaranteed Obligations against the Borrower, such GuarantorDeveloper, any other guarantor or any other Person party or any security (including, without limitation, the Collateral) or bond for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender Town which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such LenderTown, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have Town has specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documents.

Nature of Guaranty. Each The Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its his obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this the TCEP Guaranty, the Loan Credit Agreement or any other Loan Document or any other agreement, document or instrument to which the BorrowerParent, the Borrower or any Subsidiary thereof or any Affiliate thereof is or may become a party; (b) the absence of any action to enforce this Guaranty, the Loan Agreement TCEP Guaranty, the Credit Agreement, any Term B Note or any other Loan Document or the waiver or consent by TCEP, the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan TCEP Guaranty, the Credit Agreement or any other Loan Document; (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Guarantor Obligations or any action, or the absence of any action, by TCEP, the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Parent, the Borrower or any of its Subsidiaries; or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each the Guarantor that, subject to the first sentence in Section 2(c2(b) hereof, its his obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Guarantor Obligations and the termination of the Aggregate CommitmentTCEP Guaranty. To the extent permitted by Applicable Lawlaw, each the Guarantor expressly waives all rights it he may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law)statute, or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender TCEP to proceed in respect of the Guaranteed Guarantor Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Guarantor Obligations before proceeding against, or as a condition to proceeding against, such the Guarantor. To the extent permitted by Applicable Lawlaw, each the Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender TCEP to commence an action in respect of the Guaranteed Guarantor Obligations against the Borrower, such the Guarantor, any other guarantor or any other Person party or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Guarantor Obligations. Each The Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender TCEP which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such LenderTCEP, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have TCEP has specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement TCEP Guaranty and the other Loan Documents Letter Agreement and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders TCEP would decline to enter into the Loan Agreement TCEP Guaranty and the other Loan DocumentsLetter Agreement.

Nature of Guaranty. Each The liability of each Guarantor agrees that this hereunder is independent of and not in consideration of or contingent upon the liability of the Company or any other Obligor, and a separate action or actions may be brought or prosecuted against any Guarantor, whether or not any action is brought or prosecuted against the Company or any other Obligor or whether the Company or any other Obligor is joined in any such action or actions. This Guaranty is shall be construed as a continuing, absolute and unconditional guaranty of payment and performance (and not merely of collection), and that its obligations the liability of each Guarantor under this Guaranty shall be primaryirrevocable, absolute and unconditional, irrespective of, without regard to (and unaffected by:each Guarantor irrevocably waives): (a) the genuinenesslegality, validity, regularity, validity or enforceability or any future amendment of, or change in, of this Agreement (including this Guaranty), the Loan Agreement Note or any other Loan Document Investment Document, any of the Guarantied Obligations, any Lien or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof Collateral or any Affiliate thereof is or may become a partyOther Guaranty; (b) any defense (other than payment), set-off or counterclaim that may at any time be available to the absence of any action to enforce this Guaranty, the Loan Agreement Company or any other Loan Document or the waiver or consent by the Administrative Agent or Obligor against, and any Lender with respect to right of setoff at any of the provisions of this Guarantytime held by, the Loan Agreement or any other Loan DocumentBeneficiary; (c) any acts of commission or omission of any kind (other than gross negligence) at any time on the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty part of the Guaranteed Obligations or Beneficiary with respect to any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty)matter whatsoever; (d) any structural change in, restructuring of the liquidation or other similar change dissolution of the Borrower Company or any other Obligor, any bankruptcy, insolvency, reorganization, arrangement, assignment for the benefit of its Subsidiaries; orcreditors, receivership or similar event or proceeding with respect to the Company or any other Obligor, or any action taken by any trustee or receiver of the Company or any other Obligor or by any court or any proceeding with respect to the Company or any other Obligor; (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense change of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, ownership of the Guaranteed Obligations Capital Stock of the Company or any other Obligor, or any change in the relationship between any Guarantor and the Company (including the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each such relationship); or (f) any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party Obligor), whether or against not similar to any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance foregoing, that constitutes, or might be construed to constitute, an equitable or legal discharge of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor Company or any other Person Obligor, in bankruptcy or in any other instance. Any payment by any Obligor or other circumstance that operates to toll any statute of limitations applicable to such Obligor shall also operate to toll the statute of limitations applicable to each Guarantor. When making any demand hereunder (including by commencement or continuance of any legal proceeding), the Beneficiary may, but shall be under no obligation to, make a similar demand on all or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that other Obligors, and any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored failure by the Administrative Agent or Beneficiary to make any such Lender, and, in addition, may demand shall not be pleaded or introduced as evidence in relieve any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms Guarantor of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documentsits obligations hereunder.

Nature of Guaranty. (a) Each Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (ai) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Credit Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof Guarantor or any Affiliate thereof of their respective Subsidiaries or Affiliates is or may become a party; (bii) the absence of any action to enforce this Guaranty, the Loan Credit Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Credit Agreement or any other Loan Document; (ciii) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (div) any structural change in, restructuring of or other similar change of the Borrower Borrower, any Guarantor or any of its their respective Subsidiaries; or (ev) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in of Section 2(c) hereof2.2, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Commitments; provided that a Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of be released from the Guaranteed Obligations pursuant to Section 4.16 of this Guaranty. (b) Each Guarantor represents, warrants and agrees that its obligations under this Guaranty are not and shall not be subject to any counterclaims, offsets or defenses of any kind against the Borrower or any other party or against any security (including, without limitationAdministrative Agent, the CollateralLenders or the Borrower whether now existing or which may arise in the future. (c) for or other guaranty of the payment Each Guarantor hereby agrees and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of acknowledges that the Guaranteed Obligations. Each Guarantor agrees that , and any notice of them, shall conclusively be deemed to have been created, contracted or directive given at any time to the Administrative Agent incurred, or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent renewed, extended, amended or such Lender, andwaived, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of reliance upon this Guaranty, unless and all dealings between the Borrower and any Guarantor, on the one hand, and the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and Lenders, on the other Loan Documents andhand, but for likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsGuaranty.

Nature of Guaranty. Each Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Credit Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, Borrower or any Subsidiary thereof or any Affiliate thereof is or may become a party; (b) the absence of any action to enforce this Guaranty, the Loan Credit Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Credit Agreement or any other Loan Document; (c) the existence, value or condition of, or failure to perfect its Lien Lien, if any, against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (ed) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence proviso in Section 2(c) 2 hereof, its obligations under this Guaranty shall not be discharged until the final and indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate CommitmentCommitments. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person party or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsCredit Agreement.

Nature of Guaranty. Each Guarantor agrees that this This Guaranty Agreement is a continuingintended to be an irrevocable, unconditional absolute, continuing guaranty of payment and performance and is not a guaranty of collection. This Guaranty Agreement may not be revoked by any Guarantor; provided, however, if, according to applicable Legal Requirements, it shall ever be determined or held that a guarantor under a continuing guaranty such as this Guaranty Agreement shall have the absolute right, notwithstanding the express agreement of such a guarantor otherwise, to revoke such guaranty as to Guaranteed Debt which has then not yet arisen, then any Guarantor may deliver to Administrative Agent written notice, in addition to giving such notice as provided in Section 5.2 hereof, that such Guarantor will not be liable hereunder for any Guaranteed Debt created, incurred, or arising after the giving of such notice, and that its obligations under this Guaranty shall such notice will be primaryeffective as to such Guarantor from and after (but not before) such times as said written notice is actually delivered to, absolute and unconditional, irrespective ofin addition to giving such notice as provided in Section 5.2 hereof, and unaffected by: (a) the genuinenessreceived by and receipted for in writing by Administrative Agent; provided that such notice shall not in anywise affect, validity, regularity, enforceability or any future amendment ofimpair, or change in, this Guaranty, limit the Loan Agreement or liability and responsibility of any other Loan Document person or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party; (b) the absence of any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender entity with respect to any Guaranteed Debt theretofore existing or thereafter existing, arising, renewed, extended, or modified; provided, further, that such notice shall not affect, impair, or release the liability and responsibility of the provisions any such Guarantor with respect to Guaranteed Debt created, incurred, or arising (or in respect of this Guarantyany Guaranteed Debt agreed or contemplated, in any respect, to be created, whether advanced or not and whether committed to by the Loan Agreement Parties or any other Loan Document; (c) the existencenot, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, any discretionary advances or extensions of credit which may be made by any Loan Party at its option in the Collateralfuture under any type of loan or credit agreement, arrangement, or undertaking) for prior to the receipt of such notice by Administrative Agent as aforesaid, or in respect of any renewals, extensions, or modifications of such Guaranteed Debt, or in respect of interest or costs of collection thereafter accruing on or with respect to such Guaranteed Debt, or with respect to attorneys’ fees thereafter becoming payable hereunder with respect to such Guaranteed Debt, and shall continue to be effective with respect to any Guaranteed Debt arising or created after any attempted revocation by any Guarantor. The fact that at any time or from time to time the Guaranteed Debt may be increased, reduced, or paid in full shall not release, discharge, or reduce the obligation of Guarantors with respect to indebtedness or obligations of Borrower to the Loan Parties thereafter incurred (or other guaranty Guaranteed Debt thereafter arising) under the Credit Agreement, the Notes, or otherwise. This Guaranty Agreement may be enforced by the Loan Parties and any subsequent holder of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations under this Guaranty Debt and shall not be discharged until by the final indefeasible payment and performance, in full, assignment or negotiation of all or part of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsDebt.

Nature of Guaranty. (a) Each Guarantor Obligor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (ai) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guarantythe Credit Agreement, the Loan Agreement or any other Loan Document or any Secured Hedging Agreement or any other agreement, document or instrument to which any of the Borrower, any Subsidiary thereof Obligors or any Affiliate thereof of their respective Subsidiaries is or may become a party; (bii) the absence of any action to enforce this Guaranty, the Loan Agreement or Credit Agreement, any other Loan Document or any Secured Hedging Agreement or the waiver or consent by the Administrative Agent or any Lender other Secured Party with respect to any of the provisions of this Guaranty, the Loan Agreement or Credit Agreement, any other Loan DocumentDocument or any Secured Hedging Agreement; (ciii) the existence, value or condition of, or failure to perfect its Lien against, any security for (including, without limitation, the any Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender other Secured Party in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (eiv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor Obligor that, subject to the first sentence in Section 2(c) hereof2(b), its obligations under this Guaranty shall not be discharged until the final indefeasible payment Release Date shall have occurred. (b) Each Obligor represents, warrants and performanceagrees that its obligations under this Guaranty are not and shall not be subject to any counterclaims, in fulloffsets or defenses of any kind against the Administrative Agent, of the Guaranteed Obligations and other Secured Parties, the termination of Borrowers or the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it other Obligors whether now existing or which may now or arise in the future have under any statute future. (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateralc) for or other guaranty of the payment Each Obligor hereby agrees and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of acknowledges that the Guaranteed Obligations. Each Guarantor agrees that , and any notice of them, shall conclusively be deemed to have been created, contracted or directive given at any time to the Administrative Agent incurred, or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent renewed, extended, amended or such Lender, andwaived, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of reliance upon this Guaranty, unless and all dealings between any Borrower and any of the other Obligors, on the one hand, and the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and other Secured Parties, on the other Loan Documents andhand, but for likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsGuaranty.

Nature of Guaranty. Each Subsidiary Guarantor hereby absolutely and unconditionally guarantees to Lender the prompt payment and performance of, all Obligations when due or declared to be due and at all times thereafter and all agreements under the Loan Documents. Each Subsidiary Guarantor agrees that this Guaranty is its guaranty obligations hereunder constitute a continuing, unconditional continuing guaranty of payment and performance and not solely of collection, that such obligations shall not be discharged until Full Payment of the Obligations, and that its such obligations under this Guaranty shall be primary, are absolute and unconditional, irrespective of, and unaffected by: of (a) the genuineness, validity, regularity, enforceability enforceability, subordination or any future amendment modification of, or change in, this Guarantyany Obligations or Loan Document, the Loan Agreement or any other Loan Document document, instrument or any other agreement, document or instrument agreement to which the Borrower, any Subsidiary thereof or any Affiliate thereof Obligor is or may become a party; party or be bound; (b) the absence of any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of (including this Guaranty, the Loan Agreement Section) or any other Loan Document; , or any waiver, consent or indulgence of any kind by Lender with respect thereto; (c) the existence, value or condition of, or failure to perfect its a Lien or to preserve rights against, any security (including, without limitation, or guaranty for the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty thereof (including, without limitation, including the release of any such security or guaranty); ; (d) the insolvency of any structural change in, restructuring Obligor; (e) any election by Lender in an Insolvency Proceeding for the application of or other similar change Section 1111(b)(2) of the Borrower Bankruptcy Code; (f) any borrowing or grant of a Lien by any other Loan Party, as debtor-in-possession under Section 364 of its Subsidiariesthe Bankruptcy Code or otherwise; or (eg) the disallowance of any claims of Lender against any Obligor for the repayment of any Obligations under Section 502 of the Bankruptcy Code or otherwise; or (h) any other action or circumstances which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each , except Full Payment of all Obligations. Each Subsidiary Guarantor thatguarantees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, subject without setoff or counterclaim, and regardless of any Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms of the rights of Lenders with respect thereto. The Obligations may be increased, reduced or paid in full at any time and from time to time without affecting the first sentence in Section 2(c) hereof, its obligations liability or obligation of any Subsidiary Guarantor under this Guaranty shall not be discharged until the final indefeasible payment and performanceAgreement with respect to all Obligations, in full, of the Guaranteed whenever incurred or arising. All Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or hereafter arising shall be conclusively presumed to have been made or acquired in the future have under acceptance hereof. Each Subsidiary Guarantor shall be liable, jointly and severally, with Borrower and any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. other Person now or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed hereafter obligated in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documentsportion thereof.

Nature of Guaranty. (a) Each Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (ai) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Credit Agreement or any other Loan Document or any other agreement, document or instrument to which Holdings, the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party; (bii) the absence of any action to enforce this Guaranty, the Loan Credit Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Credit Agreement or any other Loan Document; (ciii) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Subsidiary Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (div) any structural change in, restructuring of or other similar change of Holdings, the Borrower or any of its their Subsidiaries; or (ev) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c2.01(b) hereof, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Subsidiary Guaranteed Obligations (other than contingent indemnity obligations) and the termination of the Aggregate Commitment. To Commitments. (b) Each Guarantor represents, warrants and agrees that its obligations under this Guaranty are not and shall not be subject to any counterclaims, offsets or defenses of any kind against the extent permitted by Applicable LawAdministrative Agent, each Guarantor expressly waives all rights it the Lenders or the Borrower whether now existing or which may now or arise in the future future. (c) Each Guarantor hereby agrees and acknowledges that the Subsidiary Guaranteed Obligations, and any of them, shall conclusively be deemed to have under any statute (includingbeen created, without limitation, North Carolina General Statutes Section 26-7, et seq. contracted or similar law)incurred, or at law renewed, extended, amended or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, andwaived, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of reliance upon this Guaranty, unless and all dealings between Holdings, the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and Lenders, on the other Loan Documents andhand, but for likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsGuaranty.

Nature of Guaranty. (a) Each Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be exclusive and independent of any security for or other guaranty of the Guaranteed Obligations whether executed by any such Guarantor, any other guarantor or by any other party and shall be primary, absolute and unconditional, irrespective of, and unaffected by: (ai) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Credit Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof Guarantor or any Affiliate thereof of their respective Subsidiaries or Affiliates is or may become a party; (bii) the absence of any action to enforce this Guaranty, the Loan Credit Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender Secured Party CHAR2\1570214v4 with respect to any of the provisions of this Guaranty, the Loan Credit Agreement or any other Loan Document; (ciii) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender Secured Party in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (div) any structural change in, restructuring of or other similar change of the Borrower Borrower, any Guarantor or any of its their respective Subsidiaries; or; (ev) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorguarantor (other than the defense of payment or performance); or (vi) any direction as to application of payment by the Borrower or by any other party; it being agreed by each Guarantor that, subject to the first sentence in of Section 2(c) hereof2.2, its obligations under this Guaranty shall not be discharged until the final indefeasible payment (or, in the case of Letters of Credit, cash collateralized in accordance with the terms of the Credit Agreement) and performance, in full, of the Guaranteed Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Commitments are terminated; provided that a Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of be released from the Guaranteed Obligations pursuant to Section 4.16 of this Guaranty. (b) Each Guarantor represents, warrants and agrees that its obligations under this Guaranty are not and shall not be subject to any counterclaims, offsets or defenses of any kind against the Borrower or any other party or against any security (including, without limitationAdministrative Agent, the CollateralSecured Parties or the Borrower whether now existing or which may arise in the future. (c) for or other guaranty of the payment Each Guarantor hereby agrees and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of acknowledges that the Guaranteed Obligations. Each Guarantor agrees that , and any notice of them, shall conclusively be deemed to have been created, contracted or directive given at any time to the Administrative Agent incurred, or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent renewed, extended, amended or such Lender, andwaived, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of reliance upon this Guaranty, unless and all dealings between the Borrower and any Guarantor, on the one hand, and the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and Secured Parties, on the other Loan Documents andhand, but for likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsGuaranty.

Nature of Guaranty. Each Guarantor (a) Holdings agrees that this Parent Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Parent Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (ai) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which Holdings, the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party; (bii) the absence of any action to enforce this Parent Guaranty, the Loan this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Parent Guaranty, the Loan this Agreement or any other Loan Document; (ciii) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (div) any structural change in, restructuring of or other similar change of Holdings, the Borrower or any of its their Subsidiaries; or (ev) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, Holdings that its obligations under this Parent Guaranty shall not be discharged until the final and indefeasible payment and performance, in full, of the Guaranteed Obligations (other than contingent indemnity obligations) and the termination of the Aggregate Commitment. To Revolving Credit Commitments. (b) Holdings represents, warrants and agrees that its obligations under this Parent Guaranty are not and shall not be subject to any counterclaims, offsets or defenses of any kind against the extent permitted by Applicable LawAdministrative Agent, each Guarantor expressly waives all rights it the Lenders or the Borrower whether now existing or which may now or arise in the future have under any statute future. (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateralc) for or other guaranty of the payment Holdings hereby agrees and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of acknowledges that the Guaranteed Obligations. Each Guarantor agrees that , and any notice of them, shall conclusively be deemed to have been created, contracted or directive given at any time to the Administrative Agent incurred, or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent renewed, extended, amended or such Lender, andwaived, in addition, may not be pleaded or introduced as evidence in any litigation relating to reliance upon this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Parent Guaranty, unless and all dealings between Holdings, the Borrower and any of the Subsidiary Guarantors, on the one hand, and the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and Lenders, on the other Loan Documents andhand, but for likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsParent Guaranty.

Nature of Guaranty. Each Guarantor agrees that this This Guaranty is a continuingan irrevocable, unconditional absolute, continuing guaranty of payment and performance performance, is joint and several, and is not a guaranty of collection, and that its obligations under this . This Guaranty shall continue to be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party; (b) the absence of any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender effective with respect to any of the provisions of this Guaranty, the Loan Agreement or any other Loan Document; (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations arising or created after any action, or the absence attempted revocation by Guarantor and after (if Guarantor is a natural person) Guarantor’s death (in which event this Guaranty shall be binding upon Guarantor’s estate and Guarantor’s legal representatives and heirs until a replacement guarantor has been provided pursuant to Section 20 hereof). The liability of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations under this Guaranty shall not in no way be discharged until the final indefeasible payment and performance, in full, limited or impaired by (i) any amendment or modification of the Guaranteed Obligations and the termination Loan Documents; (ii) any extensions of time for performance required by any of the Aggregate Commitment. To Loan Documents; (iii) any sale, assignment or foreclosure pursuant to the extent permitted Loan Documents or any sale or transfer of all or any part of the Property, except as may be released by Applicable Law, each Guarantor expressly waives all rights it may now Lender in connection with a “Permitted Disposition” pursuant to Section 7.2 of the Loan Agreement; (iv) any exculpatory provision in any of the Loan Documents limiting Lender’s recourse to the Property or in the future have under to any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law)other security, or at law limiting Lender’s rights to a deficiency judgment against Borrower; (v) the accuracy or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect inaccuracy of the Guaranteed Obligations against representations and warranties made by Borrower under the Loan Documents; (vi) the release of Borrower or any other party person from performance or against observance of any of the agreements, covenants, terms or conditions contained in any of the Loan Documents by operation of law, L▇▇▇▇▇’s voluntary act, or otherwise; (vii) the release or substitution in whole or in part, of any security (including, without limitation, for the Collateral) for Note or other guaranty evidence of debt issued pursuant to the Loan Documents; or (viii) Lender’s failure to record any of the payment and performance of the Guaranteed Obligations before proceeding against, Loan Documents (or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert improper recording or take advantage filing of any defense based upon the failure of the Administrative Agent thereof) or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrowerotherwise perfect, such Guarantorprotect, any other guarantor secure or any other Person or insure any security (including, without limitation, the Collateral) interest or lien given as security for the payment Note or other evidence of indebtedness under the Loan Documents; and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating of such cases, whether with or without notice to this Guaranty for the reason that such pleading Guarantor and with or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documentswithout consideration.

Nature of Guaranty. Each The Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: by (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof such Borrower is or may become a party; , (b) the absence of any action to enforce this Guaranty, the Loan this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan this Agreement or any other Loan Document; , (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence ab sence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); ) or (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each the Guarantor that, subject to the first sentence in Section 2(c) hereof, that its obligations under this Guaranty shall not be discharged until the final and indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate CommitmentCommitments. To the extent permitted by Applicable Law, each The Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the any Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such the Guarantor. To the extent permitted by Applicable Law, each The Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, any such Guarantor, any other guarantor Borrower or any other Person party or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each The Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documentsthis Agreement.

Nature of Guaranty. Each Guarantor agrees that this Guaranty the guarantee provided for in Section 11.2 is a continuing, unconditional guaranty of payment and performance and not of collection, subject to the limitation on liability provided below, and that its obligations under this Guaranty hereunder shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof Borrower is or may become a party; (b) the absence of any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Agreement or any other Loan Document; (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (ed) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, that its obligations under this Guaranty hereunder shall not be discharged until the final and indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate CommitmentCommitments. To the extent permitted by Applicable Law, each Each Guarantor expressly waives all rights it may now or in the future have under any statute (including, including without limitation, limitation North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor Guarantor or any other Person party or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty the guarantee provided for in Section 11.2 for the reason that such pleading or introduction would be at variance with the written terms of this Guarantyhereof, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documentsthis Agreement.

Nature of Guaranty. Continuing, Absolute and Unconditional. ---------------------------------------------------------- (a) This Guaranty is and is intended to be a continuing guaranty of payment of the Obligations, and not of collectibility, and is and is intended to be independent of and in addition to any other guaranty, indorsement, collateral or other agreement held by Buyer or Collateral Agent therefor or with respect thereto, whether or not furnished by a Guarantor. None of Buyer and Collateral Agent shall be required to prosecute collection, enforcement or other remedies against Company, any other Guarantor or guarantor of the Obligations or any other person or entity, or to enforce or resort to any of the Collateral or other rights or remedies pertaining thereto, before calling on a Guarantor for payment. The obligations of each Guarantor to repay the Obligations hereunder shall be unconditional. Each Guarantor shall have no right of subrogation with respect to any payments made by any Guarantor hereunder until the termination of this Guaranty in accordance with Section 8 below, and hereby waives any benefit of, and any right to participate in, any security or collateral given to Buyer to secure payment of the Obligations, and each Guarantor agrees that it will not take any action to enforce any obligations of the Company to such Guarantor prior to the Obligations being finally paid in full in cash, provided that, in the event of the bankruptcy or insolvency of the Company, to the extent the Obligations have not been finally paid in full in cash, Collateral Agent, for the benefit of itself and Buyer, and Buyer shall be entitled notwithstanding the foregoing, to file in the name of any Guarantor or in its own name a claim for any and all indebtedness owing to a Guarantor by the Company (exclusive of this Guaranty), vote such claim and to apply the proceeds of any such claim to the Obligations. (b) For the further security of Buyer and without in any way diminishing the liability of the Guarantors, following the occurrence of an Event of Default, all debts and liabilities, present or future of the Company to the Guarantors and all monies received from the Company or for its account by the Guarantors in respect thereof shall be received in trust for Buyer and Collateral Agent and promptly following receipt shall be paid over to Collateral Agent, for its benefit and in its capacity as collateral agent for the benefit of Buyer, until all of the Obligations have been paid in full in cash. (c) This Guaranty shall not be changed or affected by any representation, oral agreement, act or thing whatsoever, except as herein provided. This Guaranty is a continuingintended by the Guarantors to be the final, unconditional complete and exclusive expression of the guaranty agreement between the Guarantors and Buyer. No modification or amendment of payment and performance and not any provision of collection, and that its obligations under this Guaranty shall be primary, absolute effective against any party hereto unless in writing and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become signed by a party; (b) the absence of any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Agreement or any other Loan Document; (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect duly authorized officer of such security or guaranty (including, without limitation, the release of any such security or guaranty);party. (d) any structural change inEach Guarantor hereby releases the Company from all, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage enforce (whether by or in a legal or equitable proceeding or otherwise) any "claims" (as defined in Section 101(5) of the Bankruptcy Code), whether arising under any law, ordinance, rule, regulation, order, policy or other requirement of any defense based upon the failure of the Administrative Agent domestic or foreign government or any Lender instrumentality or agency thereof, having jurisdiction over the conduct of its business or assets or otherwise, to commence an action in respect of which the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor Guarantors are or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given would at any time be entitled by virtue of its obligations hereunder, any payment made pursuant hereto or the exercise by Buyer or Collateral Agent of its rights with respect to the Administrative Agent or Collateral, including any Lender such claims to which is inconsistent with the waivers in the preceding two sentences shall be null and void and such Guarantors may be ignored by the Administrative Agent entitled as a result of any right of subrogation, exoneration or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documentsreimbursement.

Nature of Guaranty. Each Guarantor The Company agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: by (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof such Borrower is or may become a party; , (b) the absence of any action to enforce this Guaranty, the Loan this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan this Agreement or any other Loan Document; , (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); ) or (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, Company that its obligations under this Guaranty shall not be discharged until the final and indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate CommitmentCommitments. To the extent permitted by Applicable Law, each Guarantor The Company expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law)statute, or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the any such Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantorthe Company. To the extent permitted by Applicable Law, each Guarantor The Company further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the any such Borrower, such Guarantor, any other guarantor the Company or any other Person party or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor The Company agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent Agents and the Lenders would decline to enter into the Loan Agreement and the other Loan Documentsthis Agreement.

Nature of Guaranty. Each Guarantor hereby acknowledges and agrees that this Guaranty (a) is a continuing, unconditional guaranty of payment and performance and not only of collection, collection and that its obligations under this Guaranty shall be primaryGuarantor is liable hereunder as a primary obligor, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party; (b) shall only be deemed discharged after the absence earlier of (i) such time as the Debt has been indefeasibly paid in full, and there has expired the maximum possible period thereafter during which any action payment made by Borrower or others to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender (for the benefit of the Lenders) with respect to any of the provisions of this Guaranty, the Loan Agreement could be deemed a preference under the Bankruptcy Code or (ii) subject to Borrower confirming in writing to Administrative Agent, in a manner reasonably satisfactory to Administrative Agent (which may include, at Administrative Agent’s request, a modification to the Loan Documents reflecting the same), that Borrower waives the right to perform any other Loan Document; additional Permitted Alteration either (cA) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty payment and/or performance in full of the Guaranteed Obligations or (B) the payment of all costs incurred in connection with the Work without any actionlien having been filed, and the expiration of the statutory mechanic’s lien period applicable to such work without any lien having been filed, provided, however, that if a lien is filed during such period (or after such period, but only if under applicable law such lien “relates back” to the absence date of the filing of any action, by prior lien) then this Guaranty shall survive as to such claim of lien (and any other lien which may “relate back” as a result of the Administrative Agent or any Lender in respect filing of such security lien) until such claim is finally resolved and, if applicable, paid in full and such lien is discharged, (c) shall not be reduced, released, discharged, satisfied or guaranty otherwise impacted in connection with (including, without limitation, the release of any such security or guaranty); (di) any structural change inact or occurrence that might, restructuring of or other similar change of but for the Borrower or any of its Subsidiaries; or (e) any other action or circumstances which might otherwise constitute provisions hereof, be deemed a legal or equitable reduction, satisfaction, discharge or defense release and/or (ii) Administrative Agent’s and/or Lender’s enforcement of a surety or guarantor; it being agreed by each Guarantor that, subject to remedies under the first sentence in Section 2(cLoan Documents and (d) hereof, its obligations under this Guaranty shall survive the foregoing and shall not be discharged until the final indefeasible payment and performancemerge with any resulting foreclosure deed, deed in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. lieu or similar lawinstrument (if any), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documents.

Nature of Guaranty. Each (a) Guarantor hereby acknowledges and agrees that this Guaranty (a) is a continuing, unconditional guaranty of payment and performance and not only of collection, collection and that its obligations Guarantor is liable hereunder as a primary obligor, (b) shall only be deemed discharged after the satisfaction in full of the Debt, (c) shall not be reduced, released, discharged, satisfied or otherwise impacted in connection with (i) any act or occurrence that might, but for the provisions hereof, be deemed a legal or equitable reduction, satisfaction, discharge or release and/or (ii) Lender’s enforcement of remedies under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement Documents and (d) shall survive the foregoing and shall not merge with any resulting assignment, assignment in lieu or any other Loan Document or any other agreement, document or similar instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party;(if any). (b) Notwithstanding anything to the absence of any action to enforce this Guaranty, the Loan Agreement contrary herein or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Agreement or in any other Loan Document; (c) the existence, value or condition of, or failure to perfect its Lien against, Guarantor shall not have any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations liability under this Guaranty shall not be discharged until for any acts or omissions which arise from and after the final indefeasible payment and performance, in full, date that Guarantor no longer Controls Borrower as a result of the Guaranteed Obligations and the termination earlier to occur of the Aggregate Commitment. To following: (A) Mortgage Borrower is dispossessed of control over the extent permitted Property as a result of foreclosure (or deed or other transfer in lieu of foreclosure), appointment of a receiver or other remedies exercised by Applicable LawMortgage Lender, each Guarantor expressly waives or (B) (x) Lender or any other Mezzanine Lender (or its agent or designee) obtains title to all rights it may now of the equity collateral securing the applicable Mezzanine Loan by foreclosure (or assignment or other transfer in lieu of foreclosure), obtains the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. appointment of a receiver or similar law)agent with respect to the equity collateral securing the applicable Mezzanine Loan, or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed exercises voting power in respect of the Guaranteed Obligations against equity collateral securing the applicable Mezzanine Loan pursuant to rights granted in the applicable Mezzanine Loan Documents or otherwise takes possession or control of the equity collateral securing the applicable Mezzanine Loan or any portion thereof to direct or cause the direction of the management or policies of Mortgage Borrower or any other Mezzanine Borrower, or (y) a third party or against obtains title to all of the equity collateral securing any security Mezzanine Loan in connection with a foreclosure sale of such equity collateral, provided that (including, without limitationi) in the case of (B), the Collateralresult being that neither Guarantor nor any Person that Controls, is Controlled by or is under common Control with Borrower, Mortgage Borrower or Guarantor shall Control Borrower and, (ii) for in the case of (A) and (B), that such acts were not committed or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding againstdirected by Borrower, Mortgage Borrower or as a condition to proceeding againstGuarantor or any Person that Controls, such is Controlled by or is under common Control with Borrower, Mortgage Borrower or Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms For purposes of this Guaranty, unless Section: the Administrative Agent term “Mezzanine Lender” includes the initially named Mezzanine Lenders and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement their respective successors and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documentsassigns.

Nature of Guaranty. Each Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty Agreement shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof Borrower is or may become a party; (b) the absence of any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Agreement or any other Loan Document; (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (ed) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, that its obligations under this Guaranty shall not be discharged until the final and indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate CommitmentObligations. To the extent permitted by Applicable Law, each Each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seqET SEQ. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor Guarantor or any other Person party or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documentsthis Agreement.

Nature of Guaranty. (a) Each Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (ai) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Credit Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, Borrower or any Subsidiary thereof or any Affiliate thereof is or may become a party; (bii) the absence of any action to enforce this Guaranty, the Loan Credit Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Credit Agreement or any other Loan Document;; \ (ciii) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (eiv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence proviso in Section 2(c) hereof3.01, its obligations under this Guaranty shall not be discharged until except pursuant to the final indefeasible payment terms of Section 3.09. (b) Each Guarantor represents, warrants and performanceagrees that its obligations under this Guaranty are not and shall not be subject to any counterclaims, offsets or defenses of any kind against the Administrative Agent, the Lenders or the Borrower whether now existing or which may arise in the future. (c) Each Guarantor hereby agrees and acknowledges that the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in fullreliance upon this Guaranty contained in this, and all dealings between the Borrower and any of the Guaranteed Obligations Guarantors, on the one hand, and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and Lenders, on the other Loan Documents andhand, but for likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsGuaranty.

Nature of Guaranty. Each Subsidiary Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) : the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Credit Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, Borrower or any Subsidiary thereof or any Affiliate thereof Guarantor is or may become a party; (b) ; the absence of any action to enforce this Guaranty, the Loan Credit Agreement or any other Loan Document or the any waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Credit Agreement or any other Loan Document; (c) ; the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of ; or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances which that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorSubsidiary Guarantor; it being agreed by each Subsidiary Guarantor that, subject to the first sentence in of Section 2(c) hereof2.2, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To Revolving Credit Commitments. (a) Each Subsidiary Guarantor represents, warrants and agrees that its obligations under this Guaranty are not and shall not be subject to any counterclaims, offsets or defenses of any kind (other than the extent permitted by Applicable Lawdefense of payment) against the Administrative Agent, each Guarantor expressly waives all rights it the Lenders or the Borrower whether now existing or which may now or arise in the future have under any statute future. (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateralb) for or other guaranty of the payment Each Subsidiary Guarantor hereby agrees and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of acknowledges that the Guaranteed Obligations. Each Guarantor agrees that , and any notice of them, shall conclusively be deemed to have been created, contracted or directive given at any time to the Administrative Agent incurred, or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent renewed, extended, amended or such Lender, andwaived, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of reliance upon this Guaranty, unless and all dealings between the Borrower and any of the Subsidiary Guarantors, on the one hand, and the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and Lenders, on the other Loan Documents andhand, but for likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsGuaranty.

Nature of Guaranty. Each Guarantor agrees that this Guaranty is a continuing, unconditional guaranty The Guarantors’ liability for payment of payment and performance and not of collection, and that its obligations under this Guaranty the Repayment Obligation guaranteed hereunder shall be primary, a primary obligation and shall be absolute and unconditional. The Guarantors agree that none of the following acts, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment ofomissions, or change inoccurrences shall diminish or impair the liability of the Guarantors in any respect (all of which acts, this Guarantyomissions, or occurrences may be done or occur without notice to any Guarantor): a. Any extension, modification, indulgence, compromise, settlement, or variation of any of the Loan Agreement terms of the Repayment Obligation; b. The discharge or release of any obligations of any Guarantor, or any other Loan Document person now or hereafter liable on the Repayment Obligation, by reason of bankruptcy or insolvency laws or otherwise; c. The acceptance or release by the Corporation of any collateral, security, or other guaranty or any other agreementsettlement, document compromise, or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party; (b) the absence of any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender extension with respect to any collateral, security, or other guaranty; d. The application or allocation by the Corporation of payments, collections, or credits on the Repayment Obligation; e. The creation of any new indebtedness by Owner; f. The making of a demand, or absence of demand, for payment of the provisions of this amounts owing under the Guaranty, the Loan Agreement or giving, or failing to give, any notice of dishonor, protest, presentment, or non- payment or any other Loan Documentnotice; (c) the existenceg. Any failure, value or condition ofomission, or failure delay on the part of the Guarantors or any other person now or hereafter liable on the Repayment Obligation, or anyone claiming by or through any of them, to perfect its Lien againstcomply with any instrument or agreement relating to any of the Repayment Obligation; h. To the extent permitted by law, any security (includingrelease or discharge by operation of law of the Guarantors from the performance or observance of any obligation, without limitationcovenant, or agreement contained in this Guaranty; i. Any merger or consolidation of the Collateral) for Guarantors or any other person now or hereafter liable on the Repayment Obligation, into or with any other corporation or other guaranty entity or any sale, lease, or transfer of any of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change assets of the Borrower Guarantors to any other person or any of its Subsidiariesentity; or j. Any other occurrence or circumstance (eother than payment hereunder) any other action or circumstances which might otherwise constitute a legal or equitable defense or discharge or defense of the liabilities of a Guarantor or surety or guarantor; it being agreed by each Guarantor thatwhich might otherwise limit recourse against the Guarantors. The obligations of the Guarantors set forth in this Guaranty constitute full recourse obligations of the Guarantors, subject enforceable against the Guarantors to the first sentence in Section 2(c) hereof, its obligations full extent of the Guarantors’ assets and properties. The Guarantors’ liability under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, is independent of the Guaranteed Obligations and Guarantors’ liability under any other guaranty previously or subsequently executed by the termination Guarantors as to all or any part of the Aggregate Commitment. To the extent permitted by Applicable LawRepayment Obligation, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by enforced for the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to full amount of this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are regardless of the essence of the transaction contemplated by the Loan Agreement and the Guarantors’ liability under any other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documentsguaranty.

Nature of Guaranty. Each The Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: by (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof such Borrower is or may become a party; , (b) the absence of any action to enforce this Guaranty, the Loan this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan this Agreement or any other Loan Document; , (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); ) or (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each the Guarantor that, subject to the first sentence in Section 2(c) hereof, that its obligations under this Guaranty shall not be discharged until the final and indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate CommitmentCommitments. To the extent permitted by Applicable Law, each The Guarantor expressly waives all rights it may now or in the future have under any statute (including, including without limitation, limitation North Carolina General Statutes Section 26-7, et seqET SEQ. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the any such Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such the Guarantor. To the extent permitted by Applicable Law, each The Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the any such Borrower, such Guarantor, any other guarantor the Guarantor or any other Person party or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each The Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent Agents and the Lenders would decline to enter into the Loan Agreement and the other Loan Documentsthis Agreement.

Nature of Guaranty. Each The obligations hereunder are independent of the obligations of Debtor, or of any other person whomsoever, and a separate action or actions may from time to time be brought and prosecuted against Guarantor or any other guarantor, whether action is or has been brought against Debtor or any other person, or whether Debtor or such other person is joined in any such action or actions. Guarantor agrees that this Guaranty is a continuingits liability hereunder shall not be affected or impaired nor shall Guarantor be discharged in whole or in part, unconditional guaranty by any of payment and performance and not of collectionthe following-described occurrences, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement combination thereof with respect to Debtor or any other guarantor, or any partner or affiliate of Debtor: death, incompetency, dissolution, insolvency, bankruptcy (whether or not Debtor or such other guarantor was granted a discharge with respect to the Loan Document or this or any other agreementguaranty agreement relating to the Loan), document litigation, or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party; (b) the absence of withdrawal; nor shall any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent inaction by the Administrative Agent or any Lender with respect to any such event affect Guarantor’s liability in any manner. In the event of the provisions pendency of this Guarantyany receivership, the Loan Agreement or any other Loan Document; (c) the existenceinsolvency, value or condition ofliquidation, or failure to perfect its Lien againstbankruptcy, any security (includingreorganization, without limitationarrangement, the Collateral) for adjustment, composition or other guaranty judicial proceeding relative to Guarantor or to the property of Guarantor, Lender shall be entitled and empowered, by intervention in such proceedings or otherwise: (a) to file and prove a claim for the whole amount of the Guaranteed Obligations indebtedness guaranteed hereby and to file such other papers or documents as may be necessary or advisable in order to have the claims of Lender (including any actionclaims for the reasonable compensation, expenses, disbursements and advances of Lender and Lender’s agents and counsel) allowed in such judicial proceedings; and (b) subject to applicable law, to collect and receive any monies or the absence of any action, by the Administrative Agent other property payable or any Lender in respect of such security or guaranty (including, without limitation, the release of deliverable on any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documentsclaims.

Nature of Guaranty. (a) Each Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (ai) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guarantythe Credit Agreement, the Loan Agreement or any other Loan Document Document, any Guaranteed Hedge Agreement or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof Guarantor or any Affiliate thereof of their respective Subsidiaries or Affiliates is or may become a party; (bii) the absence of any action to enforce this Guaranty, the Loan Agreement or Credit Agreement, any other Loan Document or Guaranteed Hedge Agreement or the waiver or consent by the Administrative Agent or any Lender other Guaranteed Party with respect to any of the provisions of this Guaranty, the Loan Agreement or Credit Agreement, any other Loan DocumentDocument or Guaranteed Hedge Agreement; (ciii) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations Liabilities or any action, or the absence of any action, by the Administrative Agent or any Lender other Guaranteed Party in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (div) any structural change in, restructuring of or other similar organizational change of the Borrower Borrower, any Guarantor, any other guarantors or any of its Subsidiariestheir respective Subsidiaries or Affiliates; or (ev) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in of Section 2(c) hereof2.2, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and Liabilities (other than contingent obligations not then due), the termination of the Aggregate Commitment. To Commitments and the extent permitted by Applicable Lawtermination or expiration (or Cash Collateralization) of the Letters of Credit. (b) Each Guarantor represents, each Guarantor expressly waives all rights it warrants and agrees that the Guaranteed Liabilities and its obligations under this Guaranty are not and shall not be subject to any counterclaims, offsets or defenses of any kind (other than the defense of payment) against the Administrative Agent, the other Guaranteed Parties or the Borrower whether now existing or which may now or arise in the future future. (c) Each Guarantor hereby agrees and acknowledges that the Guaranteed Liabilities, and any of them, shall conclusively be deemed to have under any statute (includingbeen created, without limitation, North Carolina General Statutes Section 26-7, et seq. contracted or similar law)incurred, or at law renewed, extended, amended or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, andwaived, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of reliance upon this Guaranty, unless and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and other Guaranteed Parties, on the other Loan Documents andhand, but for likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsGuaranty.

Nature of Guaranty. Each The Guarantied Obligations are the immediate, direct, primary and absolute liabilities of Guarantor. The liability of Guarantor agrees that this hereunder is independent of, and not in consideration of or contingent upon the liability of any other Obligor, and a separate action or actions may be brought or prosecuted against Guarantor, whether or not any action is brought or prosecuted against any other Obligor or whether any other Obligor is joined in any such action or actions. This Guaranty is shall be construed as a continuing, absolute and unconditional guaranty of payment and performance (and not of collection) and performance, and that its obligations the liability of Guarantor under this Guaranty shall be primaryirrevocable, absolute and unconditional, irrespective of, without regard to (and unaffected by:Guarantor irrevocably waives): (a) the genuinenesslegality, validity, regularity, validity or enforceability or any future amendment of, or change in, of this Guaranty, the Loan Agreement Unsecured Notes or any other Loan Investment Document giving rise to Guarantied Obligations, any of the Guarantied Obligations, any Lien or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a partyCollateral; (b) the absence any defense (other than payment), set-off or counterclaim that may be available to any Obligor at any time against, or any right of setoff at any action to enforce this Guarantytime held by, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Agreement or any other Loan DocumentBeneficiary; (c) any acts of commission or omission of any kind at any time on the existencepart of the Beneficiary with respect to any matter whatsoever; (d) the liquidation or dissolution of any Obligor, value any bankruptcy, insolvency, reorganization, arrangement, assignment for the benefit of creditors, receivership or condition ofsimilar event or proceeding with respect to Guarantor (as applicable) or any Obligor, or failure any action taken by any trustee or receiver of Guarantor or any Obligor or by any court or any proceeding with respect to perfect its Lien againstGuarantor or any Obligor; (e) any change of ownership of the Capital Stock of any Obligor, or any security change in the relationship between Guarantor and such other Obligor (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect termination of such security or guaranty (including, without limitation, the release of any such security or guarantyrelationship); (df) any structural change in, restructuring of assignment or other similar change transfer, in whole or in part, of the Borrower Beneficiary’s interest in and rights under the Securities Purchase Agreement, the Unsecured Notes or any other Investment Document giving rise to Guarantied Obligations, including this Guaranty, or of its Subsidiariesthe Beneficiary’s interest in the Guarantied Obligations, the Obligations or the Collateral; (g) any cancellation, renunciation or surrender of any pledge, guaranty or any debt instrument evidencing the Obligations or the Guarantied Obligations; or (eh) any other action circumstance whatsoever (with or circumstances which might otherwise constitute a legal without notice to or equitable discharge or defense knowledge of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party Obligor), other than payment, whether or against not similar to any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding againstforegoing, that constitutes, or as a condition might be construed to proceeding againstconstitute, such Guarantor. To the extent permitted by Applicable Law, each an equitable or legal discharge of Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person Obligor, in bankruptcy or in any security other instance. Any payment by any Obligor or other circumstance that operates to toll any statue of limitations applicable to such Obligor shall also operate to toll the statute of limitations applicable to Guarantor. When making any demand hereunder (including, without limitationincluding by commencement or continuance of any legal proceeding), the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences Beneficiary may, but shall be null under no obligation to, make a similar demand on all other Obligors, and void and may be ignored any failure by the Administrative Agent or Beneficiary to make any such Lender, and, in addition, may demand shall not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms relieve Guarantor of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documentshis obligations hereunder.

Nature of Guaranty. (a) Each ADVA Subsidiary Guarantor agrees that this Guaranty Agreement is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty Agreement shall be primary, absolute and unconditional, irrespective of, and unaffected by, and each ADVA Subsidiary Guarantor hereby irrevocably waives, to the extent not prohibited by Applicable Law, any defenses to enforcement it may have (now or in the future) by reason of: (ai) the genuineness, legality, validity, regularity, enforceability or any future amendment of, or change in, this Guarantyor supplement to, the Loan Agreement or Credit Agreement, any other Loan Document or any other agreement, document or instrument to which the either Borrower, any ADVA Subsidiary thereof Guarantor or any Affiliate thereof of their respective Subsidiaries or Affiliates is or may become a partyparty (including any increase in the Guaranteed Obligations resulting from any extension of additional credit or otherwise); (bii) any action under or in respect of the Credit Agreement or any other Loan Document in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges (including any change in the time, place or manner of payment of, or in any other term of, any other obligation of any Credit Party under any Loan Document or any rescission, waiver, amendment or other modification of any Loan Document or any other agreement, including any increase in the Guaranteed Obligations resulting from any extension of additional credit or otherwise); (iii) the absence of any action to enforce this GuarantyAgreement, the Loan Agreement or Credit Agreement, any other Loan Document or the waiver or consent by the Administrative Agent or any Lender other Secured Party with respect to any of the provisions of this GuarantyAgreement, the Loan Credit Agreement or any other Loan Document; (civ) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender other Secured Party in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (dv) any structural change in, restructuring of or other similar organizational change of the Borrower either Borrower, any Guarantor, any other guarantors or any of its Subsidiaries; ortheir respective Subsidiaries or Affiliates; (evi) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; or (vii) any other circumstance (including, without limitation, any statute of limitations) or manner of administering the Loans or any existence of or reliance on any representation by any Secured Party that might vary the risk of any guarantor or otherwise operate as a defense available to, or a legal or equitable discharge of, any Credit Party or any other guarantor or surety; it being agreed by each ADVA Subsidiary Guarantor that, subject to the first sentence in of Section 2(c) hereof2.2, its obligations under this Guaranty Agreement shall not be discharged until the final indefeasible payment and performance, Payment in full, Full of the Guaranteed Obligations by the German Borrower (or by any ADVA Subsidiary Guarantor or ADVA Subsidiary Guarantors following the exercise of remedies pursuant to Section 10.2 of the Credit Agreement) and the termination of the Aggregate Commitment. To Revolving Credit Commitments under the German Borrower Sublimit pursuant to Section 2.5(a) of the Credit Agreement (or pursuant to Section 10.2(a) of the Credit Agreement). (b) Each ADVA Subsidiary Guarantor represents, warrants and agrees that, to the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations and its obligations under this Agreement are not and shall not be subject to any counterclaims, offsets or defenses of any kind (other than the defense of payment) against the Borrower or any other party or against any security (including, without limitationAdministrative Agent, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such GuarantorSecured Parties, any other guarantor Guarantor or any other Person either Borrower whether now existing or any security which may arise in the future. (including, without limitation, the Collateralc) for the payment Each ADVA Subsidiary Guarantor hereby agrees and performance of acknowledges that the Guaranteed Obligations. Each Guarantor agrees that , and any notice of them, shall conclusively be deemed to have been created, contracted or directive given at any time to the Administrative Agent incurred, or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent renewed, extended, amended or such Lender, andwaived, in additionreliance upon this Agreement, may not be pleaded or introduced as evidence in and all dealings among the Borrowers and any litigation relating to this Guaranty for of the reason that such pleading or introduction would be at variance with Guarantors, on the written terms of this Guarantyone hand, unless and the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and other Secured Parties, on the other Loan Documents andhand, but for likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsAgreement.

Nature of Guaranty. Each Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be exclusive and independent of any security for or other guaranty of the Guaranteed Obligations whether executed by any such Guarantor, any other guarantor or by any other party and shall be primary, absolute and unconditional, irrespective of, and unaffected by: (ai) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Credit Agreement or any other Loan Document or any other agreement, document or instrument to which the BorrowerCompany, any Subsidiary thereof Guarantor or any Affiliate thereof of their respective Subsidiaries or Affiliates is or may become a party; (bii) the absence of any action to enforce this Guaranty, the Loan Credit Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender Secured Party with respect to any of the provisions of this Guaranty, the Loan Credit Agreement or any other Loan Document; (ciii) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender Secured Party in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (div) any structural change in, restructuring of or other similar change of the Borrower Company, any Guarantor or any of its their respective Subsidiaries; or; (ev) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorguarantor (other than the defense of payment or performance); or (vi) any direction as to application of payment by the Company or by any other party; it being agreed by each Guarantor that, subject to the first sentence in of Section 2(c) hereof2.2, its obligations under this Guaranty shall not be discharged until the final indefeasible payment (or, in the case of Letters of Credit, Cash Collateralized in accordance with the terms of the Credit Agreement) and performance, in full, of the Guaranteed Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Commitments are terminated; provided that a Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of be released from the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition pursuant to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms Section 4.14 of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documents.

Nature of Guaranty. Each Guarantor agrees that this Guaranty is hereby absolutely and unconditionally guarantees, jointly and severally, as a continuing, unconditional guaranty guarantee of payment and performance and not merely as a guarantee of collection, the due and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise), (b) all costs, attorneys’ fees and expenses incurred by any holder in connection with the collection or enforcement thereof, and (c) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other instrument referred to therein’ (all such obligations described in clauses (a), (b) and (c) above are herein called the “Guaranteed Obligations”). Issuer’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity, or enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party; (b) the absence of any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Agreement or any other Loan Document; (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any actioninstrument or agreement evidencing any Guaranteed Obligations, or by any fact or circumstance relating to the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances Guaranteed Obligations which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations of any Guarantor under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documents.

Nature of Guaranty. Each Guarantor agrees that this The Guaranty is a continuing, unconditional an absolute guaranty of payment and performance and not of collection. Therefore, Lender may insist that Guarantor pay immediately, and that its obligations under this Guaranty Lender is not required, and Guarantor hereby waives any requirement or obligation on the part of Lender, to sue or otherwise attempt to c▇▇▇ect first from Borrower, the Collateral, or any other person liable for the Indebtedness. The obligation of Guarantor shall be primary, absolute and unconditionalunconditional even if all or any part of any agreement between Lender and Borrower is unenforceable, irrespective ofvoid, voidable or illegal or uncollectible due to incapacity, lack of power or authority, discharge or for any reason whatsoever, and unaffected regardless of the existence of any defense, setoff, discharge or counterclaim (in any case, whether based on contract, tort or any other theory) which Borrower may assert. If Borrower is a corporation, limited liability company, partnership or trust, it is not necessary for Lender to inquire into the powers of Borrower or the officers, directors, members, managers, partners, trustees or agents acting or purporting to act on its behalf, and any of the Indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder. Without limiting the foregoing, Guarantor's liability is absolute and unconditional irrespective of and shall not be released, diminished or affected by: : (a) the genuinenessany present or future law, validityregulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, regularityamend, enforceability restructure, render unenforceable or otherwise affect any future amendment of, term of any Indebtedness; or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party; (b) any war, riot or revolution affecting multinational companies or any act of expropriation, nationalization or currency inconvertibility or nontransferability arising from governmental, legislative or executive measures affecting any Obligor or Other Guarantor or the absence property of any action to enforce this Guaranty, the Loan Agreement Obligor or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Agreement or any other Loan Document; (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Other Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, New Paragraph without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documents.marked changes:

Nature of Guaranty. Each Guarantor agrees that this This Guaranty is a continuingan irrevocable, unconditional absolute, continuing guaranty of payment and performance performance, is joint and several, and is not a guaranty of collection, and that its obligations under this . This Guaranty shall continue to be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party; (b) the absence of any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender effective with respect to any of the provisions of this Guaranty, the Loan Agreement or any other Loan Document; (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations arising or created after any action, or the absence attempted revocation by Guarantor and after (if Guarantor is a natural person) Guarantor’s death (in which event this Guaranty shall be binding upon Guarantor’s estate and Guarantor’s legal representatives and heirs until a replacement guarantor has been provided pursuant to Section 19 hereof). The liability of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations under this Guaranty shall not in no way be discharged until the final indefeasible payment and performance, in full, limited or impaired by (i) any amendment or modification of the Guaranteed Obligations and the termination Loan Documents; (ii) any extensions of time for performance required by any of the Aggregate Commitment. To Loan Documents; (iii) any sale, assignment or foreclosure pursuant to the extent permitted Loan Documents or any sale or transfer of all or any part of the Property, except as may be released by Applicable Law, each Guarantor expressly waives all rights it may now Lender in connection with a “Permitted Disposition” pursuant to Section 7.2 of the Loan Agreement; (iv) any exculpatory provision in any of the Loan Documents limiting Lender’s recourse to the Property or in the future have under to any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law)other security, or at law limiting Lender’s rights to a deficiency judgment against Borrower; (v) the accuracy or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect inaccuracy of the Guaranteed Obligations against representations and warranties made by Borrower under the Loan Documents; (vi) the release of Borrower or any other party person from performance or against observance of any of the agreements, covenants, terms or conditions contained in any of the Loan Documents by operation of law, Lender’s voluntary act, or otherwise; (vii) the release or substitution in whole or in part, of any security (including, without limitation, for the Collateral) for Note or other guaranty evidence of debt issued pursuant to the Loan Documents; or (viii) Lender’s failure to record any of the payment and performance of the Guaranteed Obligations before proceeding against, Loan Documents (or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert improper recording or take advantage filing of any defense based upon the failure of the Administrative Agent thereof) or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrowerotherwise perfect, such Guarantorprotect, any other guarantor secure or any other Person or insure any security (including, without limitation, the Collateral) interest or lien given as security for the payment Note or other evidence of indebtedness under the Loan Documents; and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating of such cases, whether with or without notice to this Guaranty for the reason that such pleading Guarantor and with or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documentswithout consideration.

Nature of Guaranty. (a) Each Guarantor agrees that this Guaranty Agreement is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty Agreement shall be primary, absolute and unconditional, irrespective of, and unaffected by, and each Guarantor hereby irrevocably waives, to the extent not prohibited by Applicable Law, any defenses to enforcement it may have (now or in the future) by reason of: (ai) the genuineness, legality, validity, regularity, enforceability or any future amendment of, or change in, this Guarantyor supplement to, the Loan Agreement or Financing Agreement, any other Loan Document Financing Document, or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof Guarantor or any Affiliate thereof of their respective Subsidiaries or Affiliates is or may become a partyparty (including any increase in the Guaranteed Obligations resulting from any extension of additional credit or otherwise); (bii) any action under or in respect of the Financing Agreement, any other Financing Document, in the exercise of any remedy, power or privilege contained therein or available to any of them at law, in equity or otherwise, or waiver or refraining from exercising any such remedies, powers or privileges (including any change in the time, place or manner of payment of, or in any other term of, the Guaranteed Obligations or any other obligation of any Loan Party under any Financing Document, any Interest Rate Agreement or any rescission, waiver, amendment or other modification of any Financing Document or any other agreement, including any increase in the Guaranteed Obligations resulting from any extension of additional credit or otherwise); (iii) the absence of any action to enforce this GuarantyAgreement, the Loan Agreement or Financing Agreement, any other Loan Document Financing Document, or the waiver or consent by the Administrative Collateral Agent or any Lender other Secured Party with respect to any of the provisions of this GuarantyAgreement, the Loan Agreement Financing Agreement, or any other Loan Financing Document; (civ) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Collateral Agent or any Lender other Secured Party in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (dv) any structural change in, restructuring of or other similar organizational change of the Borrower Borrower, any Guarantor, any other guarantors or any of its Subsidiaries; ortheir respective Subsidiaries or Affiliates; (evi) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; or (vii) any other circumstance (including, without limitation, any statute of limitations) or manner of administering the Loans, or any existence of or reliance on any representation by any Secured Party that might vary the risk of any guarantor or otherwise operate as a defense available to, or a legal or equitable discharge of, any Loan Party or any other guarantor or surety; it being agreed by each Guarantor that, subject to the first sentence in of Section 2(c) hereof2.2, its obligations under this Guaranty Agreement shall not be discharged until the final indefeasible payment and performance, in full, full of the Guaranteed Obligations and the termination of the Aggregate Commitment. To Commitments. (b) Each Guarantor represents, warrants and agrees that, to the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations and its obligations under this Agreement are not and shall not be subject to any counterclaims, offsets or defenses of any kind (other than the defense of payment) against the Borrower or any other party or against any security (including, without limitationCollateral Agent, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such GuarantorSecured Parties, any other guarantor Guarantor or any other Person the Borrower whether now existing or any security which may arise in the future. (including, without limitation, the Collateralc) for the payment Each Guarantor hereby agrees and performance of acknowledges that the Guaranteed Obligations. Each Guarantor agrees that , and any notice of them, shall conclusively be deemed to have been created, contracted or directive given at any time to the Administrative Agent incurred, or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent renewed, extended, amended or such Lender, andwaived, in additionreliance upon this Agreement, may not be pleaded or introduced as evidence in and all dealings among the Borrower and any litigation relating to this Guaranty for of the reason that such pleading or introduction would be at variance with Guarantors, on the written terms of this Guarantyone hand, unless and the Administrative Collateral Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and other Secured Parties, on the other Loan Documents andhand, but for likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsAgreement.

Nature of Guaranty. (a) Each Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (ai) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guarantythe Credit Agreement, the Loan Agreement or any other Loan Document Document, any Hedge Agreement or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof Guarantor or any Affiliate thereof of their respective Subsidiaries or Affiliates is or may become a party; (bii) the absence of any action to enforce this Guaranty, the Loan Agreement or Credit Agreement, any other Loan Document or Hedge Agreement or the waiver or consent by the Administrative Agent or any Lender other Secured Party with respect to any of the provisions of this Guaranty, the Loan Agreement or Credit Agreement, any other Loan DocumentDocument or any Hedge Agreement; (ciii) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender other Secured Party in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (div) any structural change in, restructuring of or other similar organizational change of the Borrower Borrower, any Guarantor, any other guarantors or any of its Subsidiariestheir respective Subsidiaries or Affiliates; or (ev) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in of Section 2(c) hereof2.2, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable LawCommitments. (b) Each Guarantor represents, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of warrants and agrees that the Guaranteed Obligations and its obligations under this Guaranty are not and shall not be subject to any counterclaims, offsets or defenses of any kind (other than the defense of payment) against the Borrower or any other party or against any security (including, without limitationAdministrative Agent, the Collateralother Secured Parties or the Borrower whether now existing or which may arise in the future. (c) for or other guaranty of the payment Each Guarantor hereby agrees and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of acknowledges that the Guaranteed Obligations. Each Guarantor agrees that , and any notice of them, shall conclusively be deemed to have been created, contracted or directive given at any time to the Administrative Agent incurred, or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent renewed, extended, amended or such Lender, andwaived, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of reliance upon this Guaranty, unless and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and other Secured Parties, on the other Loan Documents andhand, but for likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsGuaranty.

Nature of Guaranty. Each Guarantor agrees that this Guaranty is a continuing, unconditional guaranty The Guarantors’ liability for performance of the Guaranteed Obligations and payment and performance and not of collection, and that its obligations under this Guaranty the Repayment Obligation guaranteed hereunder shall be primary, a primary obligation and shall be absolute and unconditional. The Guarantors agree that none of the following acts, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment ofomissions, or change inoccurrences shall diminish or impair the liability of the Guarantors in any respect (all of which acts, this Guarantyomissions, the Loan Agreement or occurrences may be done or occur without notice to any other Loan Document Guarantor): Any extension, modification, indulgence, compromise, settlement or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party; (b) the absence variation of any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Agreement or any other Loan Document; (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty terms of the Guaranteed Obligations or any action, Repayment Obligation; The discharge or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security obligations of any Guarantor or guaranty); (d) any structural change inother person now or hereafter liable on the Guaranteed Obligations or Repayment Obligation, restructuring by reason of bankruptcy or insolvency laws or otherwise; The acceptance or release by ADFA of any collateral, security, or other similar change guaranty or any settlement, compromise, or extension with respect to any collateral, security, or other guaranty; The application or allocation by ADFA of payments, collections, or credits on the Repayment Obligation; The creation of any new indebtedness by Owner; The making of a demand, or absence of demand, for payment of the Borrower amounts owing under the Guaranty, or giving, or failing to give, any notice of dishonor, protest, presentment, or non-payment or any other notice; Any failure, omission, or delay on the part of its Subsidiaries; or (e) the Guarantors or any other action person now or circumstances hereafter liable on the Guaranteed Obligations or Repayment Obligation, or anyone claiming by or through any of them, to comply with any instrument or agreement relating to any of the Guaranteed Obligations or Repayment Obligation; To the extent permitted by law, any release or discharge by operation of law of the Guarantors from the performance or observance of any obligation, covenant, or agreement contained in this Guaranty; Any merger or consolidation of the Guarantors, or any other person now or hereafter liable on the Guaranteed Obligations or Repayment Obligation, into or with any other corporation or other entity or any sale, lease, or transfer of any of the assets of the Guarantors to any other person or entity; or Any other occurrence or circumstance (other than payment hereunder) which might otherwise constitute a legal or equitable defense or discharge or defense of the liabilities of a Guarantor or surety or guarantor; it being agreed by each Guarantor thatwhich might otherwise limit recourse against the Guarantors. The obligations of the Guarantors set forth in this Guaranty constitute full recourse obligations of the Guarantors, subject enforceable against the Guarantors to the first sentence in Section 2(c) hereof, its obligations full extent of the Guarantors’ assets and properties. The Guarantors’ liability under this Guaranty shall not be discharged until is independent of the final indefeasible payment and performance, in full, Guarantors’ liability under any other guaranty previously or subsequently executed by the Guarantors as to all or any part of the Guaranteed Obligations and or the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void Repayment Obligation and may be ignored by enforced for the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to full amount of this Guaranty regardless of the Guarantors’ liability under any other guaranty. Sufficient Consideration. The Guarantors acknowledge that the Guarantors have received good, valuable, and sufficient consideration for the reason that such pleading or introduction would be at variance with the written terms making of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, expressly agree that recourse may be had against the Administrative Agent Guarantors’ properties and assets for all obligations hereunder and further agree that any and all of the Lenders would decline Guarantors’ properties and assets shall be subject to enter into execution for a judgment rendered against the Loan Agreement and the other Loan DocumentsGuarantors on this Guaranty by a court of competent jurisdiction.

Nature of Guaranty. Each Guarantor agrees that this Guaranty is a continuing, unconditional guaranty The Guarantor's obligations hereunder shall not be affected by the validity or enforceability of payment and performance and not of collection, and that its Enron Procurement's obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Master Agreement or any other Loan Document agreement relating thereto or by any other agreementevent, document occurrence or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party; (b) the absence of any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Agreement or any other Loan Document; (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety guarantor or guarantor; it being agreed by each surety. In the event that any payment of Enron Procurement in respect of any Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor thatshall remain liable hereunder in respect to such Obligations as if such payment had not been made. However, subject notwithstanding anything herein to the first sentence in Section 2(c) hereofcontrary, its obligations under this Guaranty nothing herein is intended to deny to the Guarantor, and it is expressly agreed that the Guarantor shall not be discharged until the final indefeasible payment have and performancemay assert, in full, any and all of the Guaranteed defenses, set-offs, counterclaims and other rights with regard to any Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Lawthat Enron Procurement may possess, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, including without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure payment or satisfaction by Enron Procurement of such Obligations (or the performance or observance of any terms or provisions of the Administrative Agent Master Agreement out of which such Obligations are alleged to arise), except any defense that Enron Procurement may possess relating to (i) lack of validity or any Lender to commence an action in respect enforceability of the Guaranteed Obligations Master Agreement against Enron Procurement arising from the Borrower, such Guarantor, any other guarantor or any other Person or any security defective incorporation of Enron Procurement; (including, without limitation, the Collateralii) for the payment and performance lack of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time qualification by Enron Procurement to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence do business in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated applicable jurisdiction; (iii) defective corporate authority by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline Enron Procurement to enter into or perform the Loan Agreement Master Agreement; or (iv) the insolvency, bankruptcy, or other reorganization of Enron Procurement. The Beneficiary shall not be obligated to file any claim relating to the Obligations in the event that Enron Procurement becomes subject to a bankruptcy, reorganization or similar proceeding, and the other Loan Documentsfailure of Beneficiary to file shall not affect the Guarantor's obligations hereunder.

Nature of Guaranty. (a) Each Subsidiary Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (ai) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Credit Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, Borrower or any Subsidiary thereof or any Affiliate thereof Guarantor is or may become a party; (bii) the absence of any action to enforce this Guaranty, the Loan Credit Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Credit Agreement or any other Loan Document; (ciii) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (eiv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Subsidiary Guarantor that, subject to the first sentence in of Section 2(c) hereof2.2, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To Commitments. (b) Each Subsidiary Guarantor represents, warrants and agrees that its obligations under this Guaranty are not and shall not be subject to any counterclaims, offsets or defenses of any kind (other than the extent permitted by Applicable Lawdefense of payment) against the Administrative Agent, each Guarantor expressly waives all rights it the Lenders or the Borrower whether now existing or which may now or arise in the future have under any statute future, except as provided in the Loan Documents. (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateralc) for or other guaranty of the payment Each Subsidiary Guarantor hereby agrees and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of acknowledges that the Guaranteed Obligations. Each Guarantor agrees that , and any notice of them, shall conclusively be deemed to have been created, contracted or directive given at any time to the Administrative Agent incurred, or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent renewed, extended, amended or such Lender, andwaived, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of reliance upon this Guaranty, unless and all dealings between the Borrower and any of the Subsidiary Guarantors, on the one hand, and the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and Lenders, on the other Loan Documents andhand, but for likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsGuaranty.

Nature of Guaranty. Each Guarantor agrees that this This Guaranty Agreement is a continuingintended to be an irrevocable, unconditional absolute, continuing guaranty of payment and performance and is not a guaranty of collection. This Guaranty Agreement may not be revoked by any Guarantor; provided, however, if, according to applicable law, it shall ever be determined or held that a guarantor under a continuing guaranty such as this Guaranty Agreement shall have the absolute right, notwithstanding the express agreement of such a guarantor otherwise, to revoke such guaranty as to Guaranteed Debt which has then not yet arisen, then any Guarantor may deliver to Administrative Agent written notice, in addition to giving such notice as provided in Section 5.2 hereof, that such Guarantor will not be liable hereunder for any Guaranteed Debt created, incurred, or arising after the giving of such notice, and that its obligations under this Guaranty such notice will be effective as to such Guarantor from and after (but not before) such times as said written notice is actually delivered to, in addition to giving such notice as provided in Section 5.2 hereof, and received by and receipted for in writing by Administrative Agent (unless such notice is refused by Administrative Agent in which case such notice shall be primary, absolute and unconditional, irrespective ofeffective when delivered to, and unaffected rejected by: (a) the genuineness, validityAdministrative Agent); provided that such notice shall not in anywise affect, regularity, enforceability or any future amendment ofimpair, or change in, this Guaranty, limit the Loan Agreement or liability and responsibility of any other Loan Document person or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party; (b) the absence of any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender entity with respect to any of the provisions of this GuarantyGuaranteed Debt theretofore existing or thereafter existing, the Loan Agreement or any other Loan Document; (c) the existencearising, value or condition ofrenewed, extended, or failure modified; provided, further, that such notice shall not affect, impair, or release the liability and responsibility of such Guarantor with respect to perfect its Lien againstGuaranteed Debt created, incurred, or arising (or in respect of any security (Guaranteed Debt agreed or contemplated, in any respect, to be created, whether advanced or not and whether committed to by the Credit Parties or not, including, without limitation, any discretionary advances or extensions of credit which may be made by any Credit Party at its option in the Collateralfuture under any type of loan or credit agreement, arrangement or undertaking) for prior to the receipt of such notice by Administrative Agent as aforesaid, or in respect of any renewals, extensions, or modifications of such Guaranteed Debt, or in respect of interest or costs of collection thereafter accruing on or with respect to Exhibit G such Guaranteed Debt, or with respect to attorneys’ fees thereafter becoming payable hereunder with respect to such Guaranteed Debt, and shall continue to be effective with respect to any Guaranteed Debt arising or created after any attempted revocation by any Guarantor. The fact that at any time or from time to time the Guaranteed Debt may be increased, reduced, or paid in full shall not release, discharge, or reduce the obligation of Guarantors with respect to indebtedness or obligations of Borrower to the Credit Parties thereafter incurred (or other guaranty Guaranteed Debt thereafter arising) under the Credit Agreement, the Notes, or otherwise. This Guaranty Agreement may be enforced by the Credit Parties and any subsequent holder of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations under this Guaranty Debt and shall not be discharged until by the final indefeasible payment and performance, in full, assignment or negotiation of all or part of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsDebt.

Nature of Guaranty. Each Guarantor The Company agrees that this Guaranty ------------------ is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: by (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof such Borrower is or may become a party; , (b) the absence of any action to enforce this Guaranty, the Loan this Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan this Agreement or any other Loan Document; , (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); ) or (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, Company that its obligations under this Guaranty shall not be discharged until the final and indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate CommitmentCommitments. To the extent permitted by Applicable Law, each Guarantor The Company expressly waives all rights it may now or in the future have under any statute (including, including without limitation, limitation North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the any such Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantorthe Company. To the extent permitted by Applicable Law, each Guarantor The Company further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the any such Borrower, such Guarantor, any other guarantor the Company or any other Person party or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor The Company agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent Agents and the Lenders would decline to enter into the Loan Agreement and the other Loan Documentsthis Agreement.

Nature of Guaranty. Each (a) The obligations of each Guarantor agrees that this Guaranty is under its Sponsor Guarantee shall constitute a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party;. (b) the absence of any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Agreement or any other Loan Document; (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; Each Guarantor specifically agrees that it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations under this Guaranty shall not be discharged until necessary or required that the final indefeasible payment and performanceSecured Parties exercise any right, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under assert any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law)claim, or at law or in equity, or otherwise, to compel the Administrative Agent or enforce any Lender to proceed in respect of the Guaranteed Obligations remedy whatsoever against the Borrower or or, in the case of the SK Sponsor Guarantee, any other party or against any security (includingBorrower Entity, without limitationas applicable, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations either before proceeding against, or as a condition to proceeding against, the obligations of such Guarantor. To the extent permitted by Applicable Law, Guarantor hereunder; provided that: (i) each Guarantor further expressly waives shall have the benefit of and agrees not the right to assert or take advantage of any defense based upon defenses against the failure claims of the Administrative Agent or any Lender Secured Parties which are available to commence an action the Borrower and which would have also been available to the Guarantor if the Guarantor had been in respect of the Guaranteed Obligations against same contractual position as the Borrower, such Guarantorother than (i) defenses arising from the insolvency, any other guarantor reorganization, rehabilitation or any other Person or any security bankruptcy of the Borrower, (includingii) defenses expressly waived herein, without limitation, the Collateral(iii) for defenses arising by reason of Applicable Laws that prevent the payment by the Borrower of obligations that constitute Guaranteed Obligations and performance (iv) defenses previously asserted by the Borrower against such claims to the extent such defenses have been finally resolved in favor of any Secured Party by a court order, arbitral tribunal or settlement that is, in each case, no longer subject to appeal; and (ii) in the event that (i) all Guaranteed Obligations of a Guarantor shall have been fully and finally satisfied by such Guarantor in accordance with Section 3.01(a) (Sponsor Guarantees) (with respect to Ford) and Section 3.01(b) (Sponsor Guarantees) (with respect to the SK Guarantors), in each case subject to Section 3.03(f) (Unconditional Obligations) and (ii) DOE shall have no remaining obligation to the Borrower to make any Advance under the Loan Agreement under Section 2.02(a) (Maximum Loan Amount; Availability Period) of the Loan Agreement, such Guarantor shall be released from all obligations under Article II (Equity Funding) and (other than Section 3.04 (Subrogation)) Article III (Sponsor Guarantees) of this Agreement. (c) Notwithstanding the several nature of the Guaranteed Obligations. Each Guarantor agrees that , any notice Guarantor, in such Guarantor’s sole discretion, may satisfy a demand delivered pursuant to Section 3.01(d) (Sponsor Guarantees) in an amount in excess of the Ford Share or directive given at any time the SK Share (as applicable), subject to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored being reimbursed by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsGuarantor.

Nature of Guaranty. Each The Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Credit Agreement or any other Loan Operative Document or any other agreement, document or instrument to which the Borrower, any Borrower or Restricted Subsidiary thereof or any Affiliate thereof is or may become a party; (b) the absence of any action to enforce this Guaranty, the Loan Credit Agreement or any other Loan Operative Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Credit Agreement or any other Loan Operative Document; (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (ed) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each the Guarantor that, subject to the first sentence proviso in Section 2(c) SECTION 2 hereof, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate CommitmentCommitments. To the extent permitted by Applicable Lawlaw, each the Guarantor expressly waives all rights it may now or in the future have under any statute (including, including without limitation, limitation North Carolina General Statutes Section 26-7, et seqET SEQ. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower other Borrowers or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such the Guarantor. To the extent permitted by Applicable Lawlaw, each the Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrowerother Borrowers, such the Guarantor, any other guarantor or any other Person party or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each The Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Operative Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsCredit Agreement.

Nature of Guaranty. Each Guarantor agrees that this This Guaranty Agreement is a continuingintended to be an irrevocable, unconditional absolute, continuing guaranty of payment and performance and is not a guaranty of collection. This Guaranty Agreement may not be revoked by any Guarantor; provided, however, if, according to applicable law, it shall ever be determined or held that a guarantor under a continuing guaranty such as this Guaranty Agreement shall have the absolute right, notwithstanding the express agreement of such a guarantor otherwise, to revoke such guaranty as to Guaranteed Debt which has then not yet arisen, then any Guarantor may deliver to Administrative Agent written notice, in addition to giving such notice as provided in Section 5.2 hereof, that such Guarantor will not be liable hereunder for any Guaranteed Debt created, incurred, or arising after the giving of such notice, and that its obligations under this Guaranty such notice will be effective as to such Guarantor from and after (but not before) such times as said written notice is actually delivered to, in addition to giving such notice as provided in Section 5.2 hereof, and received by and receipted for in writing by Administrative Agent (unless such notice is refused by Administrative Agent in which case such notice shall be primary, absolute and unconditional, irrespective ofeffective when delivered to, and unaffected rejected by: (a) the genuineness, validityAdministrative Agent); provided that such notice shall not in anywise affect, regularity, enforceability or any future amendment ofimpair, or change in, this Guaranty, limit the Loan Agreement or liability and responsibility of any other Loan Document person or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party; (b) the absence of any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender entity with respect to any of the provisions of this GuarantyGuaranteed Debt theretofore existing or thereafter existing, the Loan Agreement or any other Loan Document; (c) the existencearising, value or condition ofrenewed, extended, or failure modified; provided, further, that such notice shall not affect, impair, or release the liability and responsibility of such Guarantor with respect to perfect its Lien againstGuaranteed Debt created, incurred, or arising (or in respect of any security (Guaranteed Debt agreed or contemplated, in any respect, to be created, whether advanced or not and whether committed to by the Credit Parties or not, including, without limitation, any discretionary advances or extensions of credit which may be made by any Credit Party at its option in the Collateralfuture under any type of loan or credit agreement, arrangement or undertaking) for prior to the receipt of such notice by Administrative Agent as aforesaid, or in respect of any renewals, extensions, or modifications of such Guaranteed Debt, or in respect of interest or costs of collection thereafter accruing on or with respect to such Guaranteed Debt, or with respect to attorneys’ fees thereafter becoming payable hereunder with respect to such Guaranteed Debt, and shall continue to be effective with respect to any Guaranteed Debt arising or created after any attempted revocation by any Guarantor. The fact that at any time or from time to time the Guaranteed Debt may be increased, reduced, or paid in full shall not release, discharge, or reduce the obligation of Guarantors with respect to indebtedness or obligations of Borrower to the Credit Parties thereafter incurred (or other guaranty Guaranteed Debt thereafter arising) under the Credit Agreement, the Notes, or otherwise. This Guaranty Agreement may be enforced by the Credit Parties and any subsequent holder of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations under this Guaranty Debt and shall not be discharged until by the final indefeasible payment and performance, in full, assignment or negotiation of all or part of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsDebt.

Nature of Guaranty. Each (a) Guarantor hereby acknowledges and agrees that this Guaranty (a) is a continuing, unconditional guaranty of payment and performance and not only of collection, collection and that its obligations Guarantor is liable hereunder as a primary obligor, (b) shall only be deemed discharged after the satisfaction in full of the Debt or until such time as the Mortgage is assigned in connection with a refinancing (to the extent that the Debt is deemed to survive following a refinancing only for the purpose of such assignment), (c) shall not be reduced, released, discharged, satisfied or otherwise impacted in connection with (i) any act or occurrence that might, but for the provisions hereof, be deemed a legal or equitable reduction, satisfaction, discharge or release and/or (ii) Lender’s enforcement of remedies under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement Documents and (d) shall survive the foregoing and shall not merge with any resulting foreclosure deed, deed in lieu or any other Loan Document or any other agreement, document or similar instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party;(if any). (b) Notwithstanding anything to the absence of any action to enforce this Guaranty, the Loan Agreement contrary herein or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Agreement or in any other Loan Document; (c) the existence, value or condition of, or failure to perfect its Lien against, Guarantor shall not have any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations liability under this Guaranty shall not be discharged until for any acts or omissions which arise from and after the final indefeasible payment and performance, in full, date that Guarantor no longer Controls Borrower as a result of the Guaranteed Obligations and the termination earlier to occur of the Aggregate Commitment. To following: (A) Borrower is dispossessed of control over the extent permitted Property, as a result of foreclosure (or deed or other transfer in lieu of foreclosure), appointment of a receiver or other remedies exercised by Applicable LawLender or (B) (x) any Mezzanine Lender (or its agent or designee) obtains title to all of the equity collateral securing the applicable Mezzanine Loan by foreclosure (or assignment or other transfer in lieu of foreclosure), each Guarantor expressly waives all rights it may now or in obtains the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. appointment of a receiver or similar law)agent with respect to the equity collateral securing the applicable Mezzanine Loan, or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed exercises voting power in respect of the Guaranteed Obligations against equity collateral securing the applicable Mezzanine Loan pursuant to rights granted in the applicable Mezzanine Loan Documents or otherwise takes possession or control of the equity collateral securing the applicable Mezzanine Loan or any portion thereof to direct or cause the direction of the management or policies of Borrower or any other Mezzanine Borrower, or (y) a third party or against obtains title to all of the equity collateral securing any security Mezzanine Loan in connection with a foreclosure sale of such equity collateral, provided that (including, without limitationi) in the case of (B), the Collateralresult being that neither Guarantor nor any Person that Controls, is Controlled by or is under common Control with Borrower or Guarantor shall Control Borrower and, (ii) for in the case of (A) and (B), that such acts were not committed or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding againstdirected by Borrower or Guarantor or any Person that Controls, is Controlled by or as a condition to proceeding against, such is under common Control with Borrower or Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms For purposes of this Guaranty, unless Section: the Administrative Agent term “Mezzanine Lender” includes the initially named Mezzanine Lenders and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement their respective successors and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documentsassigns.

Nature of Guaranty. Each Guarantor agrees that this Guaranty is hereby absolutely and unconditionally guarantees, as a continuing, unconditional guaranty guarantee of payment and performance and not merely as a guarantee of collection, the due and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: punctual payment in full of (a) the principal of, Make‑Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post‑filing or post‑petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise), (b) all costs, attorneys’ fees and expenses incurred by any holder in connection with the collection or enforcement thereof, and (c) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other instrument referred to therein, (all such obligations described in clauses (a), (b) and (c) above are herein called the “Guaranteed Obligations”). Issuer’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity, or enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party; (b) the absence of any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Agreement or any other Loan Document; (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any actioninstrument or agreement evidencing any Guaranteed Obligations, or by any fact or circumstance relating to the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances Guaranteed Obligations which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations of Guarantor under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documents.

Nature of Guaranty. Each Guarantor agrees that this Guaranty is hereby absolutely and unconditionally guarantees, as a continuing, unconditional guaranty guarantee of payment and performance and not merely as a guarantee of collection, the due and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise), (b) all costs, attorneys’ fees and expenses incurred by any holder in connection with the collection or enforcement thereof, and (c) any other sums which may become due under the terms and provisions of the Notes, the Note Purchase Agreement or any other instrument referred to therein, (all such obligations described in clauses (a), (b) and (c) above are herein called the “Guaranteed Obligations”). Issuer’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity, or enforceability or any future amendment of, or change in, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party; (b) the absence of any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Agreement or any other Loan Document; (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any actioninstrument or agreement evidencing any Guaranteed Obligations, or by any fact or circumstance relating to the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) any other action or circumstances Guaranteed Obligations which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence in Section 2(c) hereof, its obligations of Guarantor under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate CommitmentGuaranty. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute Schedule C-1 (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar lawto Note Purchase Agreement), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documents.

Nature of Guaranty. (a) Each Guarantor agrees that this Guaranty is a continuing, unconditional guaranty of payment and performance and not of collection, and that its obligations under this Guaranty shall be primary, absolute and unconditional, irrespective of, and unaffected by: (ai) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guarantythe Credit Agreement, the Loan Agreement or any other Loan Document or any agreement governing Bank Products (including, without limitation, any Hedging Agreement) or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof Borrower or any Affiliate thereof Guarantor is or may become a party; (bii) the absence of any action to enforce this Guaranty, the Loan Agreement or Credit Agreement, any other Loan Document or any agreement governing Bank Products (including, without limitation, any Hedging Agreement) or the waiver or consent by the Administrative Agent or any Lender other Secured Party with respect to any of the provisions of this Guaranty, the Loan Agreement or Credit Agreement, any other Loan DocumentDocument or any agreement governing Bank Products (including, without limitation, any Hedging Agreement); (ciii) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender other Secured Party in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (eiv) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each . (b) Each Guarantor thatrepresents, subject to the first sentence in Section 2(c) hereof, warrants and agrees that its obligations under this Guaranty are not and shall not be discharged until subject to any counterclaims, offsets or defenses of any kind (other than the final indefeasible payment and performancedefense of payment) against the Administrative Agent, in full, of any Secured Party or the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it Borrower whether now existing or which may now or arise in the future have under any statute future. (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateralc) for or other guaranty of the payment Each Guarantor hereby agrees and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of acknowledges that the Guaranteed Obligations. Each Guarantor agrees that , and any notice of them, shall conclusively be deemed to have been created, contracted or directive given at any time to the Administrative Agent incurred, or any Lender which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent renewed, extended, amended or such Lender, andwaived, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of reliance upon this Guaranty, unless and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and other Secured Parties, on the other Loan Documents andhand, but for likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan DocumentsGuaranty.

Nature of Guaranty. Each This is an absolute, present and continuing guaranty of payment and not merely of collection. Guarantor agrees that this Guaranty is a continuingmay be enforced by Agent or any Lenders without the necessity at any time of resorting to or exhausting any other security or collateral given in connection herewith or with the Notes, unconditional guaranty Credit Agreement or any of payment and performance and not of collectionthe other Financing Documents through foreclosure or sale proceedings, as the case may be, under the Financing Documents or otherwise, or resorting to any other guaranties, and Guarantor hereby waives any right to require Agent or Lenders to join Borrower in any action brought hereunder or to commence any action against or obtain any judgment against Borrowers or to pursue any other remedy or enforce any other right. Guarantor further agrees that its obligations nothing contained herein or otherwise shall prevent Agent or Lenders from pursuing concurrently or successively all rights and remedies available to it at law and/or in equity or under this Guaranty shall be primarythe Notes, absolute and unconditional, irrespective of, and unaffected by: (a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Guaranty, the Loan Credit Agreement or any other Loan Document or any other agreementFinancing Documents, document or instrument to which and the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party; (b) the absence exercise of any action to enforce this Guaranty, the Loan Agreement or any other Loan Document or the waiver or consent by the Administrative Agent or any Lender with respect to any of the provisions of this Guaranty, the Loan Agreement or any other Loan Document; (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty of the Guaranteed Obligations or any action, or the absence of any action, by the Administrative Agent or any Lender in respect of such security or guaranty (including, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change of the Borrower or any of its Subsidiaries; or (e) rights or the completion of any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; it being agreed by each Guarantor that, subject to the first sentence its remedies that do not result in Section 2(c) hereof, its obligations under this Guaranty shall not be discharged until the final indefeasible full payment and performance, in full, of the Guaranteed Obligations and complete satisfaction of Borrowers’ Obligations under the termination Financing Documents shall not constitute a discharge of Guarantor’s obligations hereunder, it being the purpose and intent of Guarantor that the obligations of Guarantor hereunder shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of Guarantor’s obligations under this Guaranty or any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the Aggregate Commitmentliability of Borrowers under the Notes, Credit Agreement or other Financing Documents or by reason of the bankruptcy of Borrowers or by reason of any creditor or bankruptcy proceeding instituted by or against Borrowers. To the extent permitted under applicable law, this Guaranty shall continue to be effective or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to the Notes, Credit Agreement, or any other Financing Document is rescinded or otherwise required to be returned by Applicable LawAgent or Lenders upon the insolvency, each Guarantor expressly waives all rights it may now bankruptcy, dissolution, liquidation, or in reorganization of Borrowers, or upon or as a result of the future have under any statute (includingappointment of a receiver, without limitationintervenor, North Carolina General Statutes Section 26-7, et seq. custodian or conservator of or trustee or similar law)officer for, Borrowers or at law or in equityany substantial part of its property, or otherwise, all as though such payment to compel the Administrative Agent or any Lender to proceed in respect Lenders had not been made, regardless of whether Agent or Lenders contested the order requiring the return of such payment. In the event of the Guaranteed Obligations foreclosure of the Financing Documents and of a deficiency, subject to the limitations in Section 1, Guarantor hereby promises and agrees forthwith to pay the amount of such deficiency notwithstanding the fact that recovery of said deficiency against Borrowers would not be allowed by applicable law; provided, however, that the Borrower foregoing shall not be deemed to require that Agent or Lenders institute foreclosure proceedings or otherwise resort to or exhaust any other party collateral or against any security (including, without limitation, the Collateral) for prior to or other guaranty of the payment and performance of the Guaranteed Obligations before proceeding against, or as a condition to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any Lender which is inconsistent concurrently with the waivers in the preceding two sentences shall be null and void and may be ignored by the Administrative Agent or such Lender, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of enforcing this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documents.

Nature of Guaranty. Each Guarantor agrees that this (a) This Guaranty is a continuing, unlimited, unconditional and absolute guaranty of payment and performance and not of collection, and that its obligations . The liability of Guarantors under this Guaranty shall be primary, absolute direct and unconditionalimmediate and not conditional or contingent upon pursuit by Lender of any remedies it may have against either Borrower with respect to the Loan Documents or upon Lender taking any steps to perfect and/or maintain perfected its security interest in, irrespective ofor preserve its rights to, and unaffected by: (a) any security or collateral for the genuinenessObligations. No exercise or non-exercise by Lender of any right given to it hereunder or under the Loan Documents shall affect any of Guarantors’ obligations hereunder or give Guarantors any recourse against Lender. Without limiting the generality of the foregoing, validityLender shall not be required to make any demand on either Borrower, regularityor otherwise pursue or exhaust its remedies against either Borrower, enforceability or any future amendment ofcollateral securing any of the Obligations, before, simultaneously with or change inafter, this Guaranty, the Loan Agreement or any other Loan Document or any other agreement, document or instrument to which the Borrower, any Subsidiary thereof or any Affiliate thereof is or may become a party;enforcing its rights and remedies hereunder against Guarantors. (b) Any one or more successive and/or concurrent actions may be brought hereon against Guarantors either in the absence same action, if any, brought against either Borrower, or in separate actions, as often as Lender, in its sole discretion, may deem advisable. (c) Lender shall be under no obligation to marshal any assets in favor of Guarantors, or against or in payment of any action or all of the Obligations. Guarantors hereby waive any rights to enforce interpose any defense, counterclaim or offset of any nature and description which they may have or which may exist between and among Lender, Borrowers and/or Guarantors with respect to Guarantors’ obligations under this Guaranty, or which either Borrower may assert on the underlying debt, including but not limited to failure of consideration, breach of warranty, fraud, payment (other than cash payment in full of the Obligations then due), statute of frauds, bankruptcy, infancy, statute of limitations, accord and satisfaction, and usury. Each Guarantor hereby expressly waives notice of the acceptance of this Guaranty and any notice or demand to which it would otherwise be entitled hereunder solely by reason of the fact that its position is one of suretyship, including without limitation notice of non-performance of either Borrower under any of the Loan Agreement Documents and presentment for payment, protest, or notice of protest for any other obligation created under any of the Loan Document Documents (except as otherwise provided in the Loan Documents). (d) Notwithstanding any payment or the waiver or consent payments made by the Administrative Agent or any Lender with respect Guarantors hereunder, Guarantors (and Guarantors’ successors and assigns) shall not be entitled to be subrogated to any of the provisions rights of this Guaranty, Lender against either Borrower or against any collateral or guarantee or right of offset held by Lender for the Loan Agreement or any other Loan Document; (c) the existence, value or condition of, or failure to perfect its Lien against, any security (including, without limitation, the Collateral) for or other guaranty payment of the Guaranteed Obligations Obligations, nor shall any Guarantor (or its successors or assigns) seek or be entitled to seek any action, contribution or reimbursement from either Borrower or the absence of any action, by the Administrative Agent or any Lender other Guarantor in respect of payments made by such security or guaranty (includingGuarantor hereunder, without limitation, the release of any such security or guaranty); (d) any structural change in, restructuring of or other similar change until all amounts owing to Lender by either Borrower on account of the Borrower Obligations are paid and satisfied in full. If, notwithstanding the foregoing, any amount shall be paid to a Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid and satisfied in full, such amount shall be held by such Guarantor in trust for Lender, segregated from any other funds of such Guarantor, and shall forthwith upon, and in any event within two (2) Business Days following, receipt by such Guarantor, be turned over to Lender in the exact form received by Guarantors (duly endorsed by such Guarantor to Lender, if required), to be applied against the Obligations, whether matured or any of its Subsidiaries; orunmatured, in such order as Lender may determine. (e) any other action or circumstances which might otherwise constitute a legal or equitable Nothing shall discharge or defense satisfy the liabilities of a surety or guarantor; it being agreed by each Guarantor thatGuarantors hereunder, subject to except the first sentence in Section 2(c) hereof, its obligations under this Guaranty shall not be discharged until the final indefeasible payment and performance, in full, of the Guaranteed Obligations and the termination of the Aggregate Commitment. To the extent permitted by Applicable Law, each Guarantor expressly waives all rights it may now or in the future have under any statute (including, without limitation, North Carolina General Statutes Section 26-7, et seq. or similar law), or at law or in equity, or otherwise, to compel the Administrative Agent or any Lender to proceed in respect of the Guaranteed Obligations against the Borrower or any other party or against any security (including, without limitation, the Collateral) for or other guaranty of the full payment and performance of the Guaranteed Obligations. (f) Any and all present and future debts and obligations of either Borrower to any Guarantor are hereby postponed in favor of and subordinated to the full payment of all present and future Obligations before proceeding against, or as a condition of either Borrower to proceeding against, such Guarantor. To the extent permitted by Applicable Law, each Guarantor further expressly waives Lender; and agrees not to assert or take advantage of any defense based upon the failure of the Administrative Agent or any Lender to commence an action in respect of the Guaranteed Obligations against the Borrower, such Guarantor, any other guarantor or any other Person or any security (including, without limitation, the Collateral) for the payment and performance of the Guaranteed Obligations. Each Guarantor agrees that any notice or directive given all sums at any time to the Administrative Agent credit of such Guarantor and any of the property rights and interests and evidences thereof of such Guarantor now or at any Lender which is inconsistent with the waivers time in the preceding two sentences shall be null and void and Lender’s possession, custody or control or held for its account may be ignored held by the Administrative Agent or Lender as security, and Lender shall have and is hereby granted a general and continuing lien upon and a right of set off against such Lendersums, andproperty rights and interests and evidences thereof, in addition, may not be pleaded or introduced as evidence in for any litigation relating and all Obligations of such Guarantor to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of Lender under this Guaranty, unless the Administrative Agent and the Required Lenders have specifically agreed otherwise in writing. The foregoing waivers are of the essence of the transaction contemplated by the Loan Agreement and the other Loan Documents and, but for this Guaranty and such waivers, the Administrative Agent and the Lenders would decline to enter into the Loan Agreement and the other Loan Documents.