Common use of Guaranty Absolute, etc Clause in Contracts

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor guarantees that the Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor or any other Person (including any other guarantor (including the Guarantor)) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a Borrower or any other Obligor; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a Borrower or any other Obligor, or any other extension, compromise or renewal of any Obligation of a Borrower or any other Obligor; (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party or any holder of any Note securing any of the Obligations of a Borrower or any other Obligor; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations (other than contingent indemnity obligations) of each the Borrower and each other Obligor have been paid in full (or, in cashthe case of L/C Obligations, Cash Collateralized), all obligations of the Guarantor hereunder shall have been paid in full in cashfull, all Letters of Credit have been terminated or expired and all Commitments shall have terminated and, except as provided in Section 10.01(e) of the Credit Agreement, all Lender Hedging Agreements have terminated. The Guarantor may not rescind or revoke its obligations hereunder. The Guarantor guarantees that the Obligations of each the Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Lender or any holder of any Note with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: : (a1) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; ; (b2) the failure of any Secured Party Lender or any holder of any Note Note (ia) to assert any claim or demand or to enforce any right or remedy against a the Borrower, any other Obligor or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or or (iib) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a the Borrower or any other Obligor; ; (c3) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a the Borrower or any other Obligor, or any other extension, compromise or renewal of any Obligation Obligations of a the Borrower or any other Obligor; ; (d4) any reduction, limitation, impairment or termination of any Obligations of a the Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a the Borrower, the Guarantor, any other Obligor or otherwise; ; (e5) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; ; (f6) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party Lender or any holder of any Note securing any of the Obligations of a the Borrower or any other Obligor; or (g7) the insolvency or bankruptcy of, or similar event affecting, the Borrower or any other Obligor; or (8) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a the Borrower, any other Obligor, any surety or any guarantor. The Guarantor waives all rights and defenses which may arise with respect to any of the foregoing, and the Guarantor waives any right to revoke this Guaranty with respect to future indebtedness.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit Interest Rate Agreements to which any Secured Party is a party have been terminated or expired and all Commitments shall have been terminated. The Guarantor guarantees that the Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrevocable, irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note Note, or any other Loan DocumentDocument or any Interest Rate Agreement; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against a the Borrower, any other Obligor Loan Party or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document Document, any Interest Rate Agreement or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a Borrower or any other Obligorthe Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a Borrower or any other ObligorObligations, or any other extension, compromise extension or renewal of any Obligation of a the Borrower or any other ObligorLoan Party; (d) any reduction, limitation, impairment or termination of any of the Obligations of a Borrower or any other Obligor for any reasonreason other than the written agreement of the Secured Parties to terminate the Obligations in full, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (to, and the Guarantor hereby waives any right to or claim of) , any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a the Borrower, the Guarantor, any other Obligor Loan Party or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or Note, any other Loan DocumentDocument or any Interest Rate Agreement; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, guaranty held by any Secured Party or any holder of any Note securing any of the Obligations of a Borrower or any other ObligorObligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a the Borrower, any other ObligorLoan Party, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations (other than contingent indemnity obligations) of each Borrower the Borrowers and each other Obligor have been paid in full (or, in cashthe case of L/C Obligations, Cash Collateralized), all obligations of the Guarantor hereunder shall have been paid in full in cashfull, all Letters of Credit have been terminated or expired and all Commitments shall have terminated and, except as provided in Section 10.01(e) of the Credit Agreement, all Lender Hedging Agreements have terminated. The Guarantor may not rescind or revoke its obligations hereunder. The Guarantor guarantees that the Obligations of each Borrower the Borrowers and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Lender or any holder of any Note with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: : (a1) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; ; (b2) the failure of any Secured Party Lender or any holder of any Note Note (ia) to assert any claim or demand or to enforce any right or remedy against a Borrowerthe Borrowers, any other Obligor or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or or (iib) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a Borrower the Borrowers or any other Obligor; ; (c3) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a Borrower the Borrowers or any other Obligor, or any other extension, compromise or renewal of any Obligation Obligations of a Borrower the Borrowers or any other Obligor; ; (d4) any reduction, limitation, impairment or termination of any Obligations of a Borrower the Borrowers or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the GuarantorBorrowers, any other Obligor or otherwise; ; (e5) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; ; (f6) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party Lender or any holder of any Note securing any of the Obligations of a Borrower the Borrowers or any other Obligor; or (g7) the insolvency or bankruptcy of, or similar event affecting, the Borrowers or any other Obligor; or (8) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrowerthe Borrowers, any other Obligor, any surety or any guarantor. The Guarantor waives all rights and defenses which may arise with respect to any of the foregoing, and the Guarantor waives any right to revoke this Guaranty with respect to future indebtedness.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each the Borrower and each other Obligor have Loan Party has been paid in full in cashfull, all obligations of the Guarantor hereunder shall have been paid in full in cash, and all Revolving Commitments shall have terminated and all Letters of Credit shall have been terminated or expired and all Commitments shall have terminatedexpired. The Guarantor guarantees that the Obligations of each the Borrower and each other Obligor Loan Party will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Lender Party or any holder of any Note note with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note Agreement or any other Loan Document; (b) the failure of any Secured Party or any holder of any NoteLender Party (i1) to assert any claim or demand or to enforce any right or remedy against a the Borrower, any other Obligor Loan Party or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document Document, or otherwise, or (ii2) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, of any Obligations of a the Borrower or any other ObligorLoan Party; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a the Borrower or any other ObligorLoan Party, or any other extension, compromise compromise, or renewal of any Obligation of a the Borrower or any other ObligorLoan Party; (d) any reduction, limitation, impairment or termination of any Obligations of a the Borrower or any other Obligor Loan Party for any reasonreason (other than indefeasible payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuinenessnon-genuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a the Borrower, the Guarantor, any other Obligor Loan Party or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note Agreement or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Lender Party or any holder of any Note securing any of the Obligations of a the Borrower or any other ObligorLoan Party; or (g) any other circumstance (other than indefeasible payment in full in cash of the Obligations) which might otherwise constitute a defense available to, or a legal or equitable discharge of, a the Borrower, any other ObligorLoan Party, any surety surety, or any guarantor.

Guaranty Absolute, etc. This Guaranty The guaranty set forth in this Article X shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each the Canadian Borrower and each other Obligor securing or guaranteeing the Obligations of the Canadian Borrower have been paid in full in cash, all obligations of the Guarantor hereunder U.S. Borrower under the guaranty set forth in this Article X shall have been paid in full in cash, all Canadian Letters of Credit have been terminated or expired and all Canadian Commitments shall have terminated. The Guarantor U.S. Borrower guarantees that the Obligations of each the Canadian Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit this Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect theretoCanadian Note. The liability of the Guarantor U.S. Borrower under the guaranty set forth in this Guaranty Article X shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit this Agreement, any Canadian Note or any other Loan Document; (b) the failure of any Secured Party or any holder of any Canadian Note (i) to assert any claim or demand or to enforce any right or remedy against a the Canadian Borrower, any other Obligor or any other Person (including any other guarantor (including the GuarantorU.S. Borrower)) under the provisions of the Credit this Agreement, any Canadian Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the GuarantorU.S. Borrower) of, or collateral securing, any Obligations of a Borrower or any other Obligorthe Canadian Borrower; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a Borrower or any other Obligorthe Canadian Borrower, or any other extension, compromise or renewal of any Obligation of a Borrower or any other Obligorthe Canadian Borrower; (d) any reduction, limitation, impairment or termination of any Obligations of a the Canadian Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor U.S. Borrower hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor Canadian Borrower or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit this Agreement, any Canadian Note or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party or any holder of any Canadian Note securing any of the Obligations of a Borrower or any other Obligorthe Canadian Borrower; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a the Canadian Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Interest Rate Agreements to which any Secured Party is a party have been terminated, all Letters of Credit shall have been terminated or expired and all Commitments shall have been terminated. The Guarantor guarantees that the Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrevocable, irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note Note, or any other Loan DocumentDocument or any Interest Rate Agreement; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against a any Borrower, any other Obligor member of the Borrower Group or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document Document, any Interest Rate Agreement or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a Borrower or any other Obligorthe Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a Borrower or any other ObligorObligations, or any other extension, compromise extension or renewal of any Obligation of a any Borrower or any other Obligormember of the Borrower Group; (d) any reduction, limitation, impairment or termination of any of the Obligations of a Borrower or any other Obligor for any reasonreason other than the written agreement of the Secured Parties to terminate the Obligations in full, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (to, and the Guarantor hereby waives any right to or claim of) , any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a any Borrower, the Guarantor, any other Obligor member of the Borrower Group or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or Note, any other Loan DocumentDocument or any Interest Rate Agreement; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, guaranty held by any Secured Party or any holder of any Note securing any of the Obligations of a Borrower or any other ObligorObligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a any Borrower, any other Obligormember of the Borrower Group, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty The guaranty set forth in this Article IX shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each the Borrower and each other Obligor have been paid in full in cash, all obligations of each Parent Guarantor under the Guarantor hereunder guaranty set forth in this Article IX shall have been paid in full in cash, all Letters of Credit have been terminated or expired, all Rate Protection Agreements have been terminated or expired and all Commitments shall have terminated. The Each Parent Guarantor guarantees that the Obligations of each the Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit this Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the each Parent Guarantor under the guaranty set forth in this Guaranty Article IX shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit this Agreement, any Note or any other Loan Document; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against a the Borrower, any other Obligor or any other Person (including any other guarantor (including the any Parent Guarantor)) under the provisions of the Credit this Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the any Parent Guarantor) of, or collateral securing, any Obligations of a Borrower or any other Obligorthe Borrower; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a Borrower or any other Obligorthe Borrower, or any other extension, compromise or renewal of any Obligation of a Borrower or any other Obligorthe Borrower; (d) any reduction, limitation, impairment or termination of any Obligations of a the Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the each Parent Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor Borrower or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit this Agreement, any Note or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party or any holder of any Note securing any of the Obligations of a Borrower or any other Obligorthe Borrower; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a the Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty The guaranty agreed to above shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminatedTermination Date. The Guarantor Company guarantees that the Designated Borrower Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they such Designated Borrower Obligations arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the Guarantor Company under this Guaranty Agreement shall be joint and several, absolute, unconditional and irrevocable irrespective of: : (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; ; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) or to exercise any right or remedy against any other guarantor (including the Guarantorany Obligor) of, or collateral securing, any Obligations of a Designated Borrower or any other Obligor; Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations of a Designated Borrower or any other ObligorObligations, or any other extension, compromise or renewal of any Obligation of a Designated Borrower or any other Obligor; Obligation; (d) any reduction, limitation, impairment or termination of any Designated Borrower Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor Company hereby waives any right to or claim of) any defense (including any defense under or in connection with any decree) or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Designated Borrower Obligations of a Borrower, the Guarantor, any other Obligor or otherwise; ; (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; ; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to or departure from, any other guaranty, guaranty held by any Secured Party or any holder of any Note securing any of the Obligations of a Designated Borrower Obligations; or any other Obligor; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty The guaranty set forth in this Article IX shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower the Borrowers and each other Obligor have been paid in full in cash, all obligations of Holdings under the Guarantor hereunder guaranty set forth in this Article IX shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor Holdings guarantees that the Obligations of each Borrower and each other Obligor the Borrowers will be paid strictly in accordance with the terms of the Credit this Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of Holdings under the Guarantor under guaranty set forth in this Guaranty Article IX shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit this Agreement, any Note or any other Loan Document; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against a either Borrower, any other Obligor or any other Person (including any other guarantor (including the GuarantorHoldings)) under the provisions of the Credit this Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the GuarantorHoldings) of, or collateral securing, any Obligations of a Borrower or any other Obligoreither Borrower; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a Borrower or any other Obligoreither Borrower, or any other extension, compromise or renewal of any Obligation of a Borrower or any other Obligoreither Borrower; (d) any reduction, limitation, impairment or termination of any Obligations of a either Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor Holdings hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor either Borrower or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit this Agreement, any Note or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party or any holder of any Note securing any of the Obligations of a Borrower or any other Obligoreither Borrower; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a either Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty The guaranty contained in this Section 4.10 shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Guaranteed Obligations of each Borrower and each other Obligor the Account Parties have been paid in full in cash, all obligations Obligations of the Guarantor each Borrower and each other Obligor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor Each Borrower guarantees that the Guaranteed Obligations of each Borrower and each other Obligor the Account Parties will be paid strictly in accordance with the terms of the Credit this Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of each Borrower under the Guarantor under guaranty contained in this Guaranty Section 4.10 shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit this Agreement, any Note or any other Loan Document; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against a Borrowerany Account Party, any other Obligor or any other Person (including any other guarantor (including the Guarantorsuch Borrower)) under the provisions of the Credit this Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantorsuch Borrower) of, or collateral securing, any Guaranteed Obligations of a Borrower or any other ObligorAccount Party; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations of a Borrower or any other ObligorAccount Party, or any other extension, compromise or renewal of any Guaranteed Obligation of a Borrower or any other ObligorAccount Party; (d) any reduction, limitation, impairment or termination of any Guaranteed Obligations of a Borrower or any other Obligor Account Party for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor such Borrower hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Guaranteed Obligations of a Borrower, the Guarantor, any other Obligor Account Party or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit this Agreement, any Note or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party or any holder of any Note securing any of the Guaranteed Obligations of a Borrower or any other ObligorAccount Party; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other ObligorAccount Party, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower the Termination Date has occurred. Each Guarantor jointly and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor severally guarantees that the Obligations of each the Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and Agreement, each other Loan Document and any Interest Rate Hedging Agreement under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any the Secured Party or any holder of any Note with respect thereto. The liability of the each Guarantor under this Guaranty shall be joint and several, absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note Agreement or any other Loan Document; (b) the failure of any the Secured Party or any holder of any NoteParty (i1) to assert any claim or demand or to enforce any right or remedy against a the Borrower, any other Obligor or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Noteother Loan Document, any other Loan Document Interest Rate Hedging Agreement or otherwise, or (ii2) to exercise any right or remedy against any other guarantor (including the each Guarantor) of, or collateral securing, any Obligations of a Borrower or any other Obligor; (c) Obligations; any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations of a Borrower or any other ObligorObligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorObligation; (dc) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the each Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwise; (ed) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of the Credit Agreement, any Note other Loan Document or any other Loan DocumentInterest Rate Hedging Agreement, including without limitation any increase in the Obligations from the extension of additional credit to the Borrower or otherwise; (fe) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to or departure from, any other guaranty, guaranty held by any the Secured Party or any holder of any Note securing any of the Obligations Obligations; (f) any change, restructuring or termination of a the corporate structure or existence of the Borrower or any other Obligor; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a the Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminatedTermination Date has occurred. The Guarantor guarantees that the Obligations of each Borrower the Borrowers and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, either Borrower or any other Obligor or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a either Borrower or any other Obligor; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a either Borrower or any other Obligor, or any other extension, compromise or renewal of any Obligation of a either Borrower or any other Obligor; (d) any reduction, limitation, impairment or termination of any Obligations of a either Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, either Borrower or any other Obligor or otherwise; (e) any amendment to, rescission, waiver, waiver or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchangeexchange or release of any collateral or of any Person that is (or will become) a guarantor (including the Guarantor) of the Obligations, release, or surrender or EXHIBIT 10.6 non-perfection of any collateral, or any amendment to or waiver or release or addition ofto, or consent to or departure from, any other guaranty, held by any Secured Party or any holder of any Note securing any of the Obligations of a either Borrower or any other Obligor; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, the Obligations of either Borrower or any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower the Loan Repayment Date has occurred. Each Guarantor jointly and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor severally guarantees that the Obligations of each Borrower and each other Obligor will shall be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the each Guarantor under this Guaranty shall be joint and several, absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or or (ii) to exercise any right or remedy against any other guarantor (including the any Guarantor) of, or collateral securing, any Obligations of a Borrower or any other ObligorObligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations of a Borrower or any other ObligorObligations, or any other extension, compromise or renewal of any Obligation of a Borrower Obligation, or any amendment to, rescission, waiver, or other Obligormodification of, or any consent to or departure from, any of the terms of any Loan Document; (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the each Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwise; (e) any amendment toaddition, rescission, waiver, exchange or other modification ofrelease of any collateral or of any Person that is (or will become) a guarantor (including a Guarantor hereunder) of the Obligations, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to to, or waiver or release of, or addition ofto, or consent to or departure from, any other guaranty, guaranty held by any Secured Party or any holder of any Note securing any of the Obligations of a Borrower or any other ObligorObligations; or (gf) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor guarantees that the Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor or any other Person (including any other guarantor (including the Guarantor)) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a Borrower or any other Obligor; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a Borrower or any other Obligor, or any other extension, compromise or renewal of any Obligation of a Borrower or any other Obligor; (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party or any holder of any Note securing any of the Obligations of a Borrower or any other Obligor; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminatedTermination Date has occurred. The Guarantor guarantees that the Obligations of each the Borrower and each other Obligor Loan Party will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they ariseDocuments, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. If the Borrower fails or refuses to punctually make any payment or perform the Obligations, the Guarantor shall unconditionally render any such payment or performance upon demand made on it in accordance with the terms of this Guaranty. Nothing but the payment and satisfaction in full of the Obligations shall release the Guarantor from the Guarantor’s Obligations under this Guaranty. The only condition (and no other document, proof or action other than as specifically provided in this Guaranty is) necessary as a condition of the Guarantor honoring its obligations under the Guaranty shall be a demand by the Lenders to the Guarantor. This Guaranty shall be a continuing Guaranty, shall cover all the Obligations, and shall apply to and secure any ultimate balance due or remaining unpaid to the Lenders. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note Agreement or any other Loan DocumentDocument or other agreement relating to any Obligation; (b) whether any other person or persons (an “Additional Guarantor”) shall become in any other way responsible to the Lenders for, or in respect of all or any part of the Obligations; (c) whether any such Additional Guarantor shall cease to be so liable; (d) the enforceability, validity, perfection or effect of perfection or non-perfection of any security interest securing the Obligations, or the validity or enforceability of any of the Obligations; (e) whether any payment of any of the Obligations has been made and where such payment is rescinded or must otherwise be returned upon the occurrence of any action or event, including the insolvency or bankruptcy of the Borrower or any other Loan Party or otherwise, all as though such payment has not been made; (f) the failure of any Secured Party or any holder of any NoteParty (i) to assert any claim or demand or to enforce any right or remedy against a the Borrower, any other Obligor Loan Party or any other Person person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or other agreement relating to any Obligation or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a Borrower or any other ObligorObligations; (cg) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations of a Borrower or any other ObligorObligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorObligation; (dh) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, bankruptcy, insolvency, dissolution or liquidation of the Borrower or any other Loan Party, any change in the name, business, powers, capital structure, constitution, objects, organization, directors or management of the Borrower or any other Loan Party with respect to the transactions occurring either before or after such change; or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwise; (ei) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of the Credit Agreement, any Note Loan Document or other agreement relating to any other Loan DocumentObligation; (fj) any addition, exchangeexchange or release of any collateral or of any person that is (or will become) a guarantor (including the Guarantor hereunder) of the Obligations, release, or any surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition ofto, or consent to or departure from, any other guaranty, guaranty held by any Secured Party or any holder of any Note securing any of the Obligations; (k) any other defense based upon: (i) the unenforceability or invalidity of all or any part of the Obligations, or any security or other guaranty for the Obligations or any failure of the Lender to take proper care or act in a commercially reasonable manner in respect of any security for the Obligations or any collateral subject to the security, including in respect of any disposition of the Collateral; (ii) any act or omission of the Borrower or any other Obligorperson, including the Lender, that directly or indirectly results in the discharge or release of the Borrower or any other Loan Party or any of the Obligations or any security for the Obligations; or (giii) the Lender’s present or future method of dealing with the Borrower, any other Loan Party, any Additional Guarantor or any security (or any collateral subject to the security) or other guaranty for the Obligations; (l) any right (whether now or hereafter existing) to require the Lender, as a condition to the enforcement of this Guaranty: (i) to accelerate the Obligations or proceed and exhaust any recourse against the Borrower or any other person; (ii) to realize on any security that it holds; (iii) to marshal the assets of either the Borrower or any other Loan Party; or (iv) to pursue any other remedy that the Guarantor may not be able to pursue itself and that might limit or reduce the Guarantor’s burden; (m) presentment, demand, protest and notice of any kind including, without limitation, notices of default and notice of acceptance of this Guaranty; (n) all suretyship defenses and rights of every nature otherwise available under New York law and the laws of any other jurisdiction; (o) all other rights and defenses (legal or equitable) the assertion or exercise of which would in any way diminish the liability of the Guarantor under this Guaranty; or (p) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a the Borrower, any other ObligorLoan Party, any surety or any other guarantor.

Guaranty Absolute, etc. This Guaranty Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Guarantied Obligations of each Borrower and each other Obligor have been paid in full in cash, and all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminatedfull. The Guarantor guarantees that the Guarantied Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Guarantied Party or any holder of any Note with respect theretoGuarantied Obligations. The liability of the Guarantor under this Guaranty Agreement shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note Agreement or any other Loan Document; (b) the failure of any Secured Party or any holder of any NoteGuarantied Party: (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor or any other Person (including any other guarantor (including the Guarantor)) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, ; or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a Borrower or any other ObligorGuarantied Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a Borrower or any other ObligorGuarantied Obligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorGuarantied Obligations; (d) any reduction, limitation, impairment or termination of any the Guarantied Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwiseGuarantied Obligations; (e) any amendment to, rescission, waiver, or other modification of, or any consent to any departure from, any of the terms of the Credit Agreement, any Note Agreement or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to any departure from, any other guaranty, guaranty held by any Secured Guarantied Party or any other holder of any Note securing any of the Obligations of a Borrower or any other ObligorGuarantied Obligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminatedTermination Date (as defined below). The Guarantor guarantees that the Obligations of each the Borrower and each other Obligor Loan Party will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Lender Party or any holder of any Note note with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note Agreement or any other Loan Document; (b) the failure of any Secured Party or any holder of any NoteLender Party (i) to assert any claim or demand or to enforce any right or remedy against a the Borrower, any other Obligor Loan Party or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document Document, or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral Collateral securing, any Obligations of a the Borrower or any other ObligorLoan Party; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a the Borrower or any other ObligorLoan Party, or any other extension, compromise compromise, or renewal of any Obligation of a the Borrower or any other ObligorLoan Party; (d) any reduction, limitation, impairment or termination of any Obligations of a the Borrower or any other Obligor Loan Party for any reasonreason (other than indefeasible payment in full of the Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a the Borrower, the Guarantor, any other Obligor Loan Party or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note Agreement or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateralCollateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Lender Party or any holder of any Note securing any of the Obligations of a the Borrower or any other Obligor; orLoan Party; (g) any insolvency, bankruptcy, amalgamation, merger, reorganization, arrangement or other similar proceeding affecting the Guarantor or any other Person or the assets of the Guarantor or any other Person; (h) any defense arising by reason of any failure of any Person to make any presentment, demand for performance, notice of non-performance, protest, and any other notice, including notice of: (i) acceptance of this Guaranty; (ii) partial payment or non-payment of all or any part of the Obligations; and (iii) the existence, creation, or incurring of new or additional Obligations; or (i) any other circumstance (other than indefeasible payment in full of the Obligations) which might otherwise constitute a defense available to, or a legal or equitable discharge of, a the Borrower, any other ObligorLoan Party, any surety surety, any guarantor or any guarantorother Person, or any other circumstance whatsoever, whether similar or dissimilar to the foregoing, which might, but for the provisions of this Section 2.3, constitute a legal or equitable discharge, limitation or reduction of the obligations of the Guarantor hereunder. The foregoing provisions apply (and the foregoing waivers shall be effective) even if the effect is to destroy or diminish the Guarantor’s subrogation rights, the Guarantor’s right to proceed against any other Person for reimbursement, the Guarantor’s right to recover contribution from any other guarantor or any other right or remedy.

Guaranty Absolute, etc. This Guaranty guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminatedTermination Date. The Guarantor Company guarantees that the Obligations of each Borrower and each other Obligor Loan Party will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any lawLaw, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the Guarantor Company under this Guaranty guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality validity or enforceability of the Credit Agreement, any Note or any other Loan Document; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor Loan Party or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or or (ii) to exercise any right or remedy against any other guarantor (including the any Subsidiary Guarantor) of, or collateral Collateral securing, any Obligations of a Borrower or any other ObligorObligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations of a Borrower or any other ObligorObligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorObligation; (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor Company hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwise; (e) any amendment to, rescission, waiver, waiver or other modification of, or any consent to or departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchangeexchange or release of any Collateral or of any Person that is (or will become) a guarantor (including any Subsidiary Guarantor) of the Obligations, release, or any surrender or non-perfection of any collateralCollateral, or any amendment to or waiver or release of or addition ofto, or consent to or departure from, any other guaranty, guaranty held by any Secured Party or any holder of any Note securing any of the Obligations of a Borrower or any other ObligorObligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, of any other ObligorLoan Party, any surety or any guarantorthe Company.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Guaranteed Obligations of each Borrower and each other Obligor have been paid in full in cash, all obligations and the commitment of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments Lender under the Letter Agreement shall have terminated. The Guarantor guarantees that the Guaranteed Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement Letter Agreement, the Note and each other Loan Document document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party the Lender or any holder of any the Note with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note Letter Agreement or any other Loan Documentthe Note; (b) the failure of any Secured Party the Lender or any holder of any the Note (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor the Borrower or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Letter Agreement, any Note, any other Loan Document the Note or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a Borrower or any other ObligorGuaranteed Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a Borrower or any other ObligorGuaranteed Obligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorGuaranteed Obligation; (d) any reduction, limitation, impairment or termination of any Guaranteed Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoffset off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwiseGuaranteed Obligations; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note Letter Agreement or any other Loan Documentthe Note; (f) any addition, exchange, release, surrender or non-perfection nonperfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party the Lender or any holder of any the Note securing any of the Obligations of a Borrower or any other ObligorGuaranteed Obligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a the Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Guarantied Obligations of each Borrower and each other Obligor have been paid in full in cash, and all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminatedfull. The Guarantor guarantees that the Guarantied Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement Conseco Guaranty Documents and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Guarantied Party or any holder of any Note with respect theretoGuarantied Obligations. The liability of the Guarantor under this Guaranty Agreement shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note Conseco Guaranty Document or any other Loan Document; (b) the failure of any Secured Party or any holder of any NoteGuarantied Party: (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor or any other Person (including any other guarantor (including the Guarantor)) under the provisions of the Credit Agreement, any NoteConseco Guaranty Document, any other Loan Document or otherwise, ; or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a Borrower or any other ObligorGuarantied Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a Borrower or any other ObligorGuarantied Obligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorGuarantied Obligations; (d) any reduction, limitation, impairment or termination of any the Guarantied Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwiseGuarantied Obligations; (e) any amendment to, rescission, waiver, or other modification of, or any consent to any departure from, any of the terms of the Credit Agreement, any Note Conseco Guaranty Document or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to any departure from, any other guaranty, guaranty held by any Secured Guarantied Party or any other holder of any Note securing any of the Obligations of a Borrower or any other ObligorGuarantied Obligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty The guaranty agreed to above shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each the Termination Date. Each Borrower jointly and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor severally guarantees that the Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they such Obligations arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the Guarantor each Borrower under this Guaranty Agreement shall be joint and several, absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or or (ii) to exercise any right or remedy against any other guarantor (including the Guarantorany Obligor) of, or collateral securing, any Obligations of a Borrower or any other ObligorObligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations of a Borrower or any other ObligorObligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorObligation; (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor each Borrower hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to or departure from, any other guaranty, guaranty held by any Secured Party or any holder of any Note securing any of the Obligations of a Borrower or any other ObligorObligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty The guaranty agreed to above shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each the Termination Date. Each Borrower jointly and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor severally guarantees that the Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they such Obligations arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the Guarantor each Borrower under this Guaranty Agreement shall be joint and several, absolute, unconditional and irrevocable irrespective of: of (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; ; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or or (ii) to exercise any right or remedy against any other guarantor (including the Guarantorany Obligor) of, or collateral securing, any Obligations of a Borrower or any other Obligor; Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations of a Borrower or any other ObligorObligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other Obligor; Obligation; (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor each Borrower hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwise; ; (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; ; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to or departure from, any other guaranty, guaranty held by any Secured Party or any holder of any Note securing any of the Obligations of a Borrower Obligations; or any other Obligor; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty Holdings’ obligations under this Article shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall shall, unless thereafter reinstated in accordance with Section 10.2, remain in full force and effect until all Obligations of each Borrower and each other Obligor have been paid in full in cashthe Termination Date. Holdings guarantees, all obligations of to the Guarantor hereunder shall have been paid in full in cashfullest extent permitted under applicable law, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor guarantees that the Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the Guarantor Holdings under this Guaranty shall Article shall, to the fullest extent permitted under applicable law, be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any Loan Document (other Loan Documentthan this Article X); (b) the failure of any Secured Party or any holder of any NoteParty: (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor the Borrowers or any other Person (including any other guarantor (including the Guarantor)) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) Guarantor of, or collateral securing, any Obligations of a Borrower or any other ObligorObligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations of a Borrower or any other ObligorObligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorObligation; (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor each Borrower hereby waives irrevocably waives, until payment of all Obligations, any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party or any holder of any Note securing any of the Obligations of a Borrower or any other Obligor; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty The guaranty set forth in this Article X shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower and each other Obligor have been paid in full in cash, all obligations of each Borrower Guarantor under the Guarantor hereunder guaranty set forth in this Article X shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Each Borrower Guarantor guarantees that the Obligations of each Borrower and each other Obligor Debtor will be paid strictly in accordance with the terms of the Credit this Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the each Borrower Guarantor under the guaranty set forth in this Guaranty Article X shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit this Agreement, any Note or any other Loan Document; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against a Borrowerany Borrower Debtor, any other Obligor or any other Person (including any other guarantor (including the such Borrower Guarantor)) under the provisions of the Credit this Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the such Borrower Guarantor) of, or collateral securing, any Obligations of a any Borrower or any other ObligorDebtor; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a any Borrower or any other ObligorDebtor, or any other extension, compromise or renewal of any Obligation of a the any Borrower or any other ObligorDebtor; (d) any reduction, limitation, impairment or termination of any Obligations of a any Borrower or any other Obligor Debtor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the such Borrower Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor Borrower Debtor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit this Agreement, any Note or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party or any holder of any Note securing any of the Obligations of a any Borrower or any other ObligorDebtor; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other ObligorBorrower Debtor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Guaranteed Obligations of each Borrower the Borrowers and each other Obligor obligor have been paid in full in cashfull, and all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminatedfull. The Guarantor guarantees that the Guaranteed Obligations of each Borrower the Borrowers and each other Obligor obligor and their respective Subsidiaries, if any, will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Guaranteed Party or any holder of the Note(s) of any Note Borrower with respect thereto. The Consistent with (but not in limitation of) the other provisions of this Section 2.3, the liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Existing Credit Agreement, the Existing Guaranty, any other loan document relating to the Existing Credit Agreement or the Existing Guaranty, the September 22, 2000 Agreement, the Plan, the Credit Agreement, any Note or any other Loan DocumentDocument (the "Credit Documents"); (b) the failure of any Secured Guaranteed Party or any holder of any Note: (i) to assert any claim or demand or to enforce any right or remedy against a any Borrower, any other Obligor obligor or any other Person (including any other guarantor (including the Guarantor)) under the provisions of the Credit Agreement, any Note, any other Loan Document Documents or otherwise, ; or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Guaranteed Obligations of a any Borrower or any other Obligorobligor; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations of a any Borrower or any other Obligorobligor, or any other extension, compromise or renewal of any Obligation Guaranteed Obligations of a any Borrower or any other Obligorobligor; (d) any reduction, limitation, impairment or termination of any the Guaranteed Obligations of a any Borrower or any other Obligor obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any the Guaranteed Obligations of a any Borrower, the Guarantor, any other Obligor obligor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to any departure from, any of the terms of the Credit Agreement, any Note or any other Loan DocumentDocuments; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to any departure from, any other guaranty, held by any Secured Guaranteed Party or any holder of any Note note securing any of the Guaranteed Obligations of a any Borrower or any other Obligorobligor; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a any Borrower, any other Obligorobligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of paymentpayment by the Guarantor, and shall remain in full force and effect until all Guaranteed Obligations of each Borrower and each other Obligor have been paid in full in cashfull, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired finally and all Commitments shall have terminatedindefeasibly. The Guarantor irrevocably guarantees that the Guaranteed Obligations of each Borrower and each other Obligor will shall be paid strictly in accordance with the terms of the Credit Trust Agreement and each any other Loan Document transaction document executed in connection therewith under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Subordinate Certificate Holder or any holder of any Note other Person with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of, and shall not be released, discharged or in any way affected by any circumstance, condition or matter, including, without limitation: (a) any lack of validity, legality or enforceability of any of the Credit Agreement, any Note Transaction Documents or any other Loan Documenttransaction document executed in connection with the Trust Agreement; (b) the failure of the Trustee, any Secured Party Subordinate Certificate Holder or any holder of any Noteother Person: (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor the Trust or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, Trust Agreement or any other Loan Document transaction document executed in connection therewith or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or against any collateral securing, of any Obligations of a Borrower or any other ObligorGuaranteed Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a Borrower or any other ObligorGuaranteed Obligations, or any other amendment, waiver, extension, compromise or renewal of any Obligation of a Borrower or any other ObligorGuaranteed Obligation; (d) any change, release or non-perfection of any collateral, or any release or amendment or waiver of any other guaranty or security agreement, for all or any of the Guaranteed Obligations; (e) any reduction, limitation, impairment or termination of any Guaranteed Obligations of a Borrower or any other Obligor for any reasonreason (other than payment), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence (other than indefeasible payment in full in cash of the Guaranteed Obligations) affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwiseGuaranteed Obligations; (ef) any inability, lack of authority or legal disability of any party to execute, deliver and perform any of the Transaction Documents, or any other document under, derived from, or in connection with the Emisión (as such term is defined in the Trust Agreement; (g) any amendment to, rescission, nullification, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note Trust Agreement or any other Loan Documenttransaction document executed in connection therewith, including without limitation any amendment, rescission, waiver or other modification or consent which results in an increase in the amount of the Guaranteed Obligations; (fi) any addition, exchange, release, surrender or non-perfection of any collateral, collateral or (ii) any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, guaranty held by any Secured Party the Trustee, or any holder of any Note Subordinate Certificate Holder, securing or supporting any of the Obligations of a Borrower or any other Obligor; orGuaranteed Obligations; (gi) the voluntary or involuntary liquidation, dissolution, sale of assets, marshalling of assets and liabilities, receivership, conservatorship, custodianship, insolvency, bankruptcy, concurso mercantil, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of or similar proceeding affecting (i) any Fideicomitente (as such term is defined in the Trust Agreement); (ii) any Subordinate Certificate Holder; or (iii) any estate of the Trust (Fideicomiso); (j) any other circumstance (other than payment) which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other Obligorthe Trust, any surety or any other guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations (other than contingent indemnity obligations) of each Borrower the Borrowers and each other Obligor have been paid in full (or, in cashthe case of L/C Obligations, Cash Collateralized), all obligations of the Guarantor hereunder shall have been paid in full in cashfull, all Letters of Credit have been terminated or expired and all Commitments shall have terminated and, except as provided in Section 10.01(e) of the Credit Agreement, all Lender Hedging Agreements have terminated. The Guarantor may not rescind or revoke its obligations hereunder. Guarantor guarantees that the Obligations of each Borrower the Borrowers and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Lender or any holder of any Note with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: : (a1) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; ; (b2) the failure of any Secured Party Lender or any holder of any Note Note (ia) to assert any claim or demand or to enforce any right or remedy against a Borrowerthe Borrowers, any other Obligor or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or or (iib) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a Borrower the Borrowers or any other Obligor; ; (c3) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a Borrower the Borrowers or any other Obligor, or any other extension, compromise or renewal of any Obligation Obligations of a Borrower the Borrowers or any other Obligor; ; (d4) any reduction, limitation, impairment or termination of any Obligations of a Borrower the Borrowers or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the GuarantorBorrowers, any other Obligor or otherwise; ; (e5) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; ; (f6) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party Lender or any holder of any Note securing any of the Obligations of a Borrower the Borrowers or any other Obligor; or (g7) the insolvency or bankruptcy of, or similar event affecting, the Borrowers or any other Obligor; or (8) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrowerthe Borrowers, any other Obligor, any surety or any guarantor. Guarantor waives all rights and defenses which may arise with respect to any of the foregoing, and Guarantor waives any right to revoke this Guaranty with respect to future indebtedness.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower and each other Obligor Parent have been paid in full in cashfull, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor guarantees that the Obligations of each Borrower and each other Obligor Parent will be paid strictly in accordance with the terms of the Credit Agreement Agreements and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Lender Party or any holder of any Note with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (ai) any lack of validity, legality or enforceability of the Credit AgreementAgreements, any Note Note, any LC Application or any other Loan DocumentDocument or any portion of any thereof or (ii) the Credit Agreements, any Note, any LC Application or any other Loan Document or any portion of any thereof being void or voidable; (b) the failure of any Secured Lender Party or any holder of any Note, any LC Application, Letter of Credit or any interest therein (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit AgreementAgreements, any Note, any LC Application, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a Borrower or any other Obligor; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a Borrower or any other Obligor, or any other extension, compromise or renewal of any Obligation of a Borrower or any other Obligor; (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwise; (e) any amendment to, extensions of, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit AgreementAgreements, any Note Note, any LC Application, any Letter of Credit or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Lender Party or any holder of any Note Note, any LC Application, any Letter of Credit or interest therein securing any of the Obligations of a Borrower or any other Obligor; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminatedTermination Date. The Each Guarantor guarantees that the Obligations of each the Borrower and each other Obligor will be paid strictly in accordance with the terms of the First Lien Credit Agreement and each other Loan Document or Bank Product Agreement under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the each Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (ai) any lack of validity, legality or enforceability of the First Lien Credit Agreement, any Note Note, any Letter of Credit, or any other Loan Document, Bank Product Agreement or any portion of any thereof or (ii) the First Lien Credit Agreement, any Note, any Letter of Credit or any other Loan Document, Bank Product Agreement or any portion of any thereof being void or voidable; (b) the failure of any Secured Party or any holder of any Note , any Issuer of or participant in a Letter of Credit or holder of an interest therein (i) to assert any claim or demand or to enforce any right or remedy against a the Borrower, any other Obligor or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the First Lien Credit Agreement, any Note, any Letter of Credit, any other Loan Document Document, Bank Product Agreement or otherwise, or or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a the Borrower or any other Obligor; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a the Borrower or any other Obligor, or any other extension, increase, compromise or renewal of any Obligation of a the Borrower or any other Obligor; (d) any reduction, limitation, impairment or termination of any Obligations of a the Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the each Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a the Borrower, the Guarantor, any other Obligor or otherwise; (e) any amendment to, extension, variance, alteration, rescission, waiver, increase, or other modification of, or any consent to departure from, any of the terms of the First Lien Credit Agreement, any Note Note, any Letter of Credit, or any other Loan DocumentDocument or Bank Product Agreement including, without limitation, any increase or reduction to the rate of interest on all or any of the Obligations; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party or any holder of any Note Note, any Issuer of or participant in a Letter of Credit or holder of an interest therein securing any of the Obligations of a the Borrower or any other Obligor; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a the Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminatedTermination Date has occurred. The Guarantor guarantees that the Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; (b) the failure of any Secured Party or any holder of any NoteParty (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a Borrower or any other ObligorObligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations of a Borrower or any other ObligorObligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorObligation; (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchangeexchange or release of any collateral or of any Person that is (or will become) a guarantor of the Obligations, release, or any surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition ofto, or consent to or departure from, any other guaranty, guaranty held by any Secured Party or any holder of any Note securing any of the Obligations of a Borrower or any other ObligorObligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations (other than contingent indemnity obligations) of each Borrower the Borrowers and each other Obligor have been paid in full (or, in cashthe case of L/C Obligations, Cash Collateralized), all obligations of the each Guarantor hereunder shall have been paid in full in cashfull, all Letters of Credit have been terminated or expired and all Commitments shall have terminated and, except as provided in Section 10.01(e) of the Credit Agreement, all Lender Hedging Agreements have terminated. The No Guarantor may rescind or revoke its obligations hereunder. Each Guarantor guarantees that the Obligations of each Borrower the Borrowers and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Lender or any holder of any Note with respect thereto. The liability of the each Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: : (a1) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; ; (b2) the failure of any Secured Party Lender or any holder of any Note Note (ia) to assert any claim or demand or to enforce any right or remedy against a Borrowerthe Borrowers, any other Obligor or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or or (iib) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a Borrower the Borrowers or any other Obligor; ; (c3) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a Borrower the Borrowers or any other Obligor, or any other extension, compromise or renewal of any Obligation Obligations of a Borrower the Borrowers or any other Obligor; ; (d4) any reduction, limitation, impairment or termination of any Obligations of a Borrower the Borrowers or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the GuarantorBorrowers, any other Obligor or otherwise; ; (e5) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; ; (f6) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party Lender or any holder of any Note securing any of the Obligations of a Borrower the Borrowers or any other Obligor; or (g7) the insolvency or bankruptcy of, or similar event affecting, the Borrowers or any other Obligor; or (8) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrowerthe Borrowers, any other Obligor, any surety or any guarantor. Each Guarantor waives all rights and defenses which may arise with respect to any of the foregoing, and each Guarantor waives any right to revoke this Guaranty with respect to future indebtedness.

Guaranty Absolute, etc. This Guaranty The guaranty agreed to above shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each the Termination Date. Each Borrower jointly and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor severally guarantees that the Obligations of each other Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they such Obligations arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the Guarantor each Borrower under this Guaranty Agreement shall be joint and several, absolute, unconditional and irrevocable irrespective of: of (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; ; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor Borrower or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or or (ii) to exercise any right or remedy against any other guarantor (including the Guarantorany Borrower) of, or collateral securing, any Obligations of a Borrower or any other Obligor; Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations of a Borrower or any other ObligorObligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other Obligor; Obligation; (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor each Borrower hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwise; ; (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; ; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to or departure from, any other guaranty, guaranty held by any Secured Party or any holder of any Note securing any of the Obligations of a Borrower Obligations; or any other Obligor; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a any Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower the Termination Date has occurred. Each Guarantor jointly and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor severally guarantees that the Obligations of each Borrower and each other Obligor Loan Party will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any lawLaw, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the each Guarantor under this Guaranty shall be joint and several, absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor Loan Party or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or or (ii) to exercise any right or remedy against any other guarantor (including the any Subsidiary Guarantor) of, or collateral Collateral securing, any Obligations of a Borrower or any other ObligorObligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations of a Borrower or any other ObligorObligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorObligation; (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reasonreason (other than the payment of the Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the each Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise (other than the payment of a Borrower, the Guarantor, any other Obligor or otherwiseObligations); (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchangeexchange or release of any Collateral or of any Person that is (or will become) a guarantor (including a Subsidiary Guarantor) of the Obligations, release, or any surrender or non-perfection of any collateralCollateral, or any amendment to or waiver or release of or addition ofto, or consent to or departure from, any other guaranty, guaranty held by any Secured Party or any holder of any Note securing guaranteeing any of the Obligations of a Borrower or any other ObligorObligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other ObligorLoan Party, any surety or any guarantorguarantor (other than the payment of the Obligations).

Guaranty Absolute, etc. This Guaranty Holdings' obligations under this Article shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall shall, unless thereafter reinstated in accordance with Section 10.2, remain in full force and effect until all Obligations of each Borrower and each other Obligor have been paid in full in cashthe Termination Date. Holdings guarantees, all obligations of to the Guarantor hereunder shall have been paid in full in cashfullest extent permitted under applicable law, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor guarantees that the Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the Guarantor Holdings under this Guaranty shall Article shall, to the fullest extent permitted under applicable law, be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any Loan Document (other Loan Documentthan this Article X); (b) the failure of any Secured Party or any holder of any NoteParty: (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor the Borrowers or any other Person (including any other guarantor (including the Guarantor)) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) Guarantor of, or collateral securing, any Obligations of a Borrower or any other ObligorObligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations of a Borrower or any other ObligorObligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorObligation; (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor each Borrower hereby waives irrevocably waives, until payment of all Obligations, any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchangeexchange or release of any collateral or of any Person that is (or will become) a Guarantor of the Obligations, release, or any surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition ofto, or consent to or departure from, any other guaranty, guaranty held by any Secured Party or any holder of any Note securing any of the Obligations of a Borrower or any other ObligorObligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a any Borrower, any other Obligor, any surety or any guarantorGuarantor (other than the defense of payment in full in cash or performance in full).

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and and, subject to Section 2.9 hereto, shall remain in full force and effect until all Obligations of each any Borrower and each other Obligor have been paid in full in cashfull, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor guarantees that the Obligations of each any Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Lender Party or any holder of any Note with respect thereto. The liability of the Guarantor under this Guaranty with respect to the Obligations of any Borrower shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note Agreement or any other Loan Document; (b) the failure of any Secured Lender Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor Borrower or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a Borrower or any other ObligorBorrower; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a Borrower or any other ObligorBorrower, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorBorrower; (d) any reduction, limitation, impairment or termination of any Obligations of a any Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Lender Party securing any of the Obligations of any Borrower; (g) any Lender Party becoming a party to or bound by any compromise, moratorium, assignment of property, scheme of arrangement, composition of debts or scheme of reconstruction by or relating to any Person; or (h) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Borrower, any surety or any guarantor, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor Borrower or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party or any holder of any Note securing any of the Obligations of a Borrower or any other Obligor; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower the Termination Date has occurred. Each Guarantor jointly and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor severally guarantees that the Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note Lender with respect thereto. The liability of the each Guarantor under this Guaranty shall be joint and several, absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; (b) the failure of any Secured Party Lender (or any holder the Administrative Agent on behalf of any Note the Lenders) (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor Loan Party or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or or (ii) to exercise any right or remedy against any other guarantor (including the any Guarantor) of, or collateral securing, any Obligations of a Borrower or any other ObligorObligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations of a Borrower or any other ObligorObligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorObligation; (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the each Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchangeexchange or release of any collateral or of any Person that is (or will become) a guarantor (including a Guarantor hereunder) of the Obligations, release, or any surrender or non-perfection of any collateral, or any amendment to or waiver or release of or addition ofto, or consent to or departure from, any other guaranty, guaranty held by any Secured Party Lender (or any holder the Administrative Agent on behalf of any Note the Lenders) securing any of the Obligations of a Borrower or any other ObligorObligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other ObligorLoan Party, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower and each other Obligor have been paid payment in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminatedSecond Lien Note. The Each Guarantor guarantees that the Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement Second Lien Note and each other Second Lien Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note the Lender with respect thereto. The liability of the each Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) (i) any lack of validity, legality or enforceability of the Credit Agreement, any Second Lien Note or any other Second Lien Loan DocumentDocument or any portion of any thereof or (ii) the Second Lien Note or any other Second Lien Loan Document or any portion of any thereof being void or voidable; (b) the failure of any Secured Party or any holder of any Note the Lender (i) to assert any claim or demand or to enforce any right or remedy against a the Borrower, any other Obligor or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Second Lien Note, any other Second Lien Loan Document or otherwise, or or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a Borrower or any other Obligorthe Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a Borrower or any other ObligorObligations, or any other extension, increase, compromise or renewal of any Obligation of a Borrower or any other Obligorthe Obligations; (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the each Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwiseObligations; (e) any amendment to, extension, variance, alteration, rescission, waiver, increase, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Second Lien Note or any other Second Lien Loan DocumentDocument including, without limitation, any increase or reduction to the rate of interest on all or any of the Obligations thereunder; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party or any holder of any Note the Lender securing any of the Obligations of a Borrower or any other ObligorObligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a the Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty The guaranty set forth in this Article IX shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each the Borrower and each other Obligor have been paid in full in cash, all obligations of Holdings under the Guarantor hereunder guaranty set forth in this Article IX shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor Holdings guarantees that the Obligations of each the Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit this Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of Holdings under the Guarantor under guaranty set forth in this Guaranty Article IX shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit this Agreement, any Note or any other Loan Document; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against a the Borrower, any other Obligor or any other Person (including any other guarantor (including the GuarantorHoldings)) under the provisions of the Credit this Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the GuarantorHoldings) of, or collateral securing, any Obligations of a Borrower or any other Obligorthe Borrower; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a Borrower or any other Obligorthe Borrower, or any other extension, compromise or renewal of any Obligation of a Borrower or any other Obligorthe Borrower; (d) any reduction, limitation, impairment or termination of any Obligations of a the Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor Holdings hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor Borrower or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit this Agreement, any Note or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party or any holder of any Note securing any of the Obligations of a Borrower or any other Obligorthe Borrower; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a the Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminatedTermination Date has occurred. The Each Guarantor guarantees that the Obligations of each the Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the each Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, the Borrower or any other Obligor or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or or (ii) to exercise any right or remedy against any other guarantor (including the any Guarantor) of, or collateral securing, any Obligations of a the Borrower or any other Obligor; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a the Borrower or any other Obligor, or any other extension, compromise or renewal of any Obligation of a the Borrower or any other Obligor; (d) any reduction, limitation, impairment or termination of any Obligations of a the Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the each Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, Borrower or any other Obligor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchangeexchange or release of any collateral or of any Person that is (or will become) a guarantor (including any Guarantor) of the Obligations, release, or surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition ofto, or consent to or departure from, any other guaranty, held by any Secured Party or any holder of any Note securing any of the Obligations of a the Borrower or any other Obligor; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, the Obligations of the Borrower or any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a ----------------------- continuing, absolute, unconditional unconditional, and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower Georgia-Pacific and each other Obligor Loan Party have been paid in full cash in cashfull, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Each Guarantor guarantees that the Obligations of each Borrower Georgia-Pacific and each other Obligor Loan Party will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party the Agent or any holder of any Note Lender with respect thereto. The liability of the each Guarantor under this Guaranty shall be absolute, unconditional unconditional, and irrevocable irrespective of: (a) any lack of validity, legality legality, or enforceability of the Credit Agreement, any Note Agreement or any other Loan Document; (b) the failure of any Secured Party the Agent or any holder of any NoteLender: (i) to assert any claim or demand or to enforce any right or remedy against a BorrowerGeorgia-Pacific, any other Obligor Loan Party, or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document Document, or otherwise, ; or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or any collateral securing, any Obligations of a Borrower Georgia-Pacific or any other ObligorLoan Party; (c) any change in the time, manner manner, or place of payment of, or in any other term of, all or any of the Obligations of a Borrower Georgia-Pacific or any other ObligorLoan Party, or any other extension, compromise compromise, or renewal of any Obligation Obligations of a Borrower Georgia-Pacific or any other ObligorLoan Party; (d) any reduction, limitation, impairment impairment, or termination of any the Obligations of a Borrower Georgia-Pacific or any other Obligor Loan Party for any reason, including any claim of waiver, release, surrender, alteration alteration, or compromise, and shall not be subject to (and the each Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment recoupment, or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any the Obligations of a Borrower, the Guarantor, Georgia-Pacific or any other Obligor Loan Party or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note Agreement or any other Loan Document; (f) any addition, exchange, release, surrender surrender, or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party the Agent or any holder of any Note Lender securing any of the Obligations of a Borrower Georgia-Pacific or any other ObligorLoan Party; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a BorrowerGeorgia-Pacific, any other ObligorLoan Party, any surety surety, or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a joint and several, continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower and each other Obligor Group have been paid in full in cash, and all obligations of the each Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminatedfull. The Each Guarantor guarantees that the Obligations of each Borrower and each other Obligor Group will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they ariseTransaction, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect theretothe Bank. The liability of the each Guarantor under this Guaranty shall be joint and several and shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Transaction or the Master Agreement, any Note or any other Loan Document; (b) the failure of any Secured Party or any holder of any Notethe Bank (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor Group or any other Person person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document Transaction or the Master Agreement or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including of the Guarantor) of, or collateral securing, any Obligations of a Borrower or any other ObligorObligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a Borrower or any other ObligorObligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other Obligorthe Obligations; (d) any reduction, limitation, impairment or termination of any the Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the such Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwiseObligations; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Transaction or Master Agreement, any Note or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party or any holder of any Note the Bank securing any of the Obligations of a Borrower or any other ObligorObligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other Obligorof Group, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each the Borrower and each other Obligor have been paid in full in cashfull, all obligations of the Guarantor hereunder shall have been paid in full in cashfull, all Letters of Credit have been terminated or expired and all Commitments shall have terminated and, except as provided in Section 10.01(e) of the Second Amended and Restated Credit Agreement, all Lender Hedging Agreements have terminated. Guarantor may not rescind or revoke its obligations hereunder. The Guarantor guarantees that the Obligations of each the Borrower and each other Obligor will be paid strictly in accordance with the terms of the Second Amended and Restated Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Lender or any holder of any Note with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: : (a1) any lack of validity, legality or enforceability of the Second Amended and Restated Credit Agreement, any Note or any other Loan Document; ; (b2) the failure of any Secured Party Lender or any holder of any Note Note (ia) to assert any claim or demand or to enforce any right or remedy against a the Borrower, any other Obligor or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Second Amended and Restated Credit Agreement, any Note, any other Loan Document or otherwise, or or (iib) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a the Borrower or any other Obligor; ; (c3) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a the Borrower or any other Obligor, or any other extension, compromise or renewal of any Obligation Obligations of a the Borrower or any other Obligor; ; (d4) any reduction, limitation, impairment or termination of any Obligations of a the Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party or any holder of any Note securing any of the Obligations of a Borrower or any other Obligor; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other Obligor, any surety or any guarantor.any

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower the Facility Termination Date has occurred. Each Guarantor jointly and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor severally guarantees that the Guaranteed Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any lawLaw, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note Lender with respect thereto. The liability of the each Guarantor under this Guaranty shall be joint and several, absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; (b) the failure of any Secured Party Lender (or any holder the Administrative Agent on behalf of any Note the Lenders) (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor Loan Party or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or or (ii) to exercise any right or remedy against any other guarantor (including the any other Guarantor) of, or collateral securing, of any Obligations of a Borrower or any other ObligorGuaranteed Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations of a Borrower or any other ObligorGuaranteed Obligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorGuaranteed Obligation; (d) any reduction, limitation, impairment or termination of any Guaranteed Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the each Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Guaranteed Obligations of a Borrower, the Guarantor, any other Obligor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchange, release, surrender exchange or non-perfection release of any collateralPerson that is (or will become) a guarantor of the Guaranteed Obligations, or any amendment to or waiver or release of or addition ofto, or consent to or departure from, any other guaranty, guaranty held by any Secured Party Lender (or any holder the Administrative Agent on behalf of any Note securing the Lenders) in respect of any of the Obligations of a Borrower or any other ObligorGuaranteed Obligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other ObligorLoan Party, any surety or any guarantorGuarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a ---------------------- continuing, absolute, unconditional unconditional, and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower Georgia-Pacific and each other Obligor Loan Party have been paid in full cash in cashfull, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Each Guarantor guarantees that the Obligations of each Borrower Georgia-Pacific and each other Obligor Loan Party will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party the Agent or any holder of any Note Lender with respect thereto. The liability of the each Guarantor under this Guaranty shall be absolute, unconditional unconditional, and irrevocable irrespective of: (a) any lack of validity, legality legality, or enforceability of the Credit Agreement, any Note Agreement or any other Loan Document; (b) the failure of any Secured Party the Agent or any holder of any NoteLender: (i) to assert any claim or demand or to enforce any right or remedy against a BorrowerGeorgia-Pacific, any other Obligor Loan Party, or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document Document, or otherwise, ; or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or any collateral securing, any Obligations of a Borrower Georgia-Pacific or any other ObligorLoan Party; (c) any change in the time, manner manner, or place of payment of, or in any other term of, all or any of the Obligations of a Borrower Georgia-Pacific or any other ObligorLoan Party, or any other extension, compromise compromise, or renewal of any Obligation Obligations of a Borrower Georgia-Pacific or any other ObligorLoan Party; (d) any reduction, limitation, impairment impairment, or termination of any the Obligations of a Borrower Georgia-Pacific or any other Obligor Loan Party for any reason, including any claim of waiver, release, surrender, alteration alteration, or compromise, and shall not be subject to (and the each Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment recoupment, or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any the Obligations of a Borrower, the Guarantor, Georgia-Pacific or any other Obligor Loan Party or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note Agreement or any other Loan Document; (f) any addition, exchange, release, surrender surrender, or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party the Agent or any holder of any Note Lender securing any of the Obligations of a Borrower Georgia-Pacific or any other ObligorLoan Party; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a BorrowerGeorgia-Pacific, any other ObligorLoan Party, any surety surety, or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Guaranteed Obligations of each Borrower and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminatedfull. The Guarantor guarantees that the Guaranteed Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement Note and each other Loan Document document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party the Lender or any holder of any the Note with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan DocumentNote; (b) the failure of any Secured Party the Lender or any holder of any the Note (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor the Borrower or any other Person person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document Note or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a Borrower or any other ObligorGuaranteed Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a Borrower or any other ObligorGuaranteed Obligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorGuaranteed Obligation; (d) any reduction, limitation, impairment or termination of any Guaranteed Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoffset off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwiseGuaranteed Obligations; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan DocumentNote; (f) any addition, exchange, release, surrender or non-perfection nonperfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party the Lender or any holder of any the Note securing any of the Obligations of a Borrower or any other ObligorGuaranteed Obligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a the Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower the Termination Date has occurred. Each Guarantor jointly and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor severally guarantees that the Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note the Obligations with respect thereto. The liability of the each Guarantor under this Guaranty shall be joint and several, absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; (b) the failure of any Secured Party or any holder of any Note the Obligations (or the Administrative Agent on behalf of the holders of the Obligations) (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor Loan Party or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or or (ii) to exercise any right or remedy against any other guarantor (including the any Guarantor) of, or collateral securing, any Obligations of a Borrower or any other ObligorObligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations of a Borrower or any other ObligorObligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorObligation; (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the each Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchangeexchange or release of any collateral or of any Person that is (or will become) a guarantor (including a Guarantor hereunder) of the Obligations, release, or any surrender or non-perfection of any collateral, or any amendment to or waiver or release of or addition ofto, or consent to or departure from, any other guaranty, guaranty held by any Secured Party or any holder of any Note the Obligations (or the Administrative Agent on behalf of the holders of the Obligations) securing any of the Obligations of a Borrower or any other ObligorObligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other ObligorLoan Party, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each the Borrower and each other Obligor have been paid in full in cashfull, all obligations of the each Subsidiary Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Each Subsidiary Guarantor guarantees that the Obligations of each the Borrower and each other Obligor and their respective Subsidiaries will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of without regard (to the fullest extent permitted under applicable law) to any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Lender Party or any holder of any Note with respect theretothereto (and each Subsidiary Guarantor hereby waives to the fullest extent it may do so any right or rights it may have under any such law, regulation or order). The Without limiting the generality of the foregoing, the liability of the each Subsidiary Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of genuineness, validity, legality or enforceability of the Credit Agreement, any Note Agreement or any other Loan DocumentDocument (other than, in respect of such Subsidiary Guarantor, this Guaranty) or of any of the Obligations (other than the Obligations of such Subsidiary Guarantor hereunder); (b) the failure of any Secured Lender Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against a the Borrower, any other Obligor or any other Person (including any other guarantor (including the Subsidiary Guarantor)) under the provisions of the Credit Agreement, any Note, Agreement or any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the any other Subsidiary Guarantor) of, or collateral securing, any Obligations of a the Borrower or any other Obligor; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a the Borrower or any other ObligorObligor (other than such Subsidiary Guarantor), or any other extension, compromise or renewal of any Obligation of a the Borrower or any other ObligorObligor (other than such Subsidiary Guarantor); (d) any reduction, limitation, impairment or termination of any the Obligations of a the Borrower or any other Obligor (other than such Subsidiary Guarantor) for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the each Subsidiary Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any the Obligations of a the Borrower, the Guarantor, any other Obligor (other than such Subsidiary Guarantor) or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note Agreement or any other Loan DocumentDocument (other than, in respect of such Subsidiary Guarantor, this Guaranty); (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release of or addition ofto, or consent to departure from, any other guarantyguaranty (including the ADT Limited Guaranty), held by any Secured Lender Party or any holder of any Note securing any of the Obligations of a the Borrower or any other Obligor; or (g) any other circumstance circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, a the Borrower, any other Obligor, any surety or any guarantorother guarantor (or any other Guarantor).

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower and each other Obligor have been paid in full in cashfull, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor guarantees that the Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement Agreements and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Lender Party or any holder of any Note with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (ai) any lack of validity, legality or enforceability of the Credit AgreementAgreements, any Note Note, any LC Application or any other Loan DocumentDocument or any portion of any thereof or (ii) the Credit Agreements, any Note, any LC Application or any other Loan Document or any portion of any thereof being void or voidable; (b) the failure of any Secured Lender Party or any holder of any Note, any LC Application, Letter of Credit or any interest therein (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor Designated Entity or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit AgreementAgreements, any Note, any LC Application, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a Borrower or any other ObligorDesignated Entity; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a Borrower or any other ObligorDesignated Entity, or any other Exhibit B - 5 129 extension, compromise or renewal of any Obligation of a Borrower or any other ObligorDesignated Entity; (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor Designated Entity for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor Designated Entity or otherwise; (e) any amendment to, extensions of, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit AgreementAgreements, any Note Note, any LC Application, any Letter of Credit or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Lender Party or any holder of any Note Note, any LC Application, any Letter of Credit or interest therein securing any of the Obligations of a Borrower or any other ObligorDesignated Entity; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other ObligorDesignated Entity, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each the Borrower and each other Obligor have been paid in full in cashfull, all obligations of the Guarantor hereunder hereunder, if any, shall have been paid in full in cashfull, all Letters of Credit have terminated or expired, all Rate Protection Agreements have been terminated or expired and all Commitments shall have terminated. The Guarantor guarantees that the Obligations of each the Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; (b) the failure of any Secured Party or any holder of any NoteParty (i) to assert any claim or demand or to enforce any right or remedy against a the Borrower, any other Obligor or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a the Borrower or any other Obligor; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a the Borrower or any other Obligor, or any other extension, compromise or renewal of any Obligation of a the Borrower or any other Obligor; (d) any reduction, limitation, impairment or termination of any the Obligations of a the Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any the Obligations of a the Borrower, the Guarantor, any other Obligor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note Agreement or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party or any holder of any Note securing any of the Obligations of a the Borrower or any other Obligor; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a the Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty Agreement shall become effective upon the making of the Loans in all respects be a continuing, absolute, unconditional and irrevocable guaranty accordance with Section 2.2 of payment, the Loan Agreement and shall remain in full force and effect until all Guaranteed Obligations of each Borrower and each other Obligor have been paid and performed in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor guarantees that the Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect theretofull. The liability of the Guarantor Guaranty under this Guaranty Agreement shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note Loan Agreement or any other Loan Document; (b) the failure of any Secured Lender Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor the Borrower or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, Loan Agreement or any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a Borrower or any other Obligor; (c) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Guaranteed Obligations of a Borrower or any other Obligor, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorGuaranteed Obligation; (d) any reduction, limitation, impairment or termination of any Guaranteed Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, of or any other event or occurrence affecting, any Obligations Obligation of a Borrower, the Guarantor, any other Obligor Borrower or otherwise; (e) any amendment to, rescission, waiver, waiver or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note Loan Agreement or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition ofto, or consent to departure from, any other guaranty, guaranty held by any Secured Lender Party or any holder of any Note securing any of the Obligations of a Borrower or any other ObligorGuaranteed Obligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a of the Borrower, any other Obligor, any surety or any guarantor. The Guarantor agrees that the Guaranty is intended to be an "instrument for the payment of money only" within the meaning of Section 3213 of the New York Civil Practice Law and Rules.

Guaranty Absolute, etc. This Guaranty shall in all respects be ---------------------- a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations Letter of each Borrower and each other Obligor Credit Liabilities relating to Subsidiary Letters of Credit have been indefeasibly paid in full in cashor otherwise satisfied, all obligations of the Guarantor hereunder shall have been indefeasibly paid in full in cash, all and the obligation of the Issuing Lender to issue Letters of Credit have been terminated or expired and all Commitments on the Application of a Subsidiary of the Guarantor shall have terminated. The Guarantor guarantees that the Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement applicable Applications and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Lender Party or any holder of any Note with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; (b) the failure of any Secured Lender Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Subsidiary Obligor or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a Borrower or any other ObligorObligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a Borrower or any other ObligorObligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorObligations; (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwiseObligations; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection nonperfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Lender Party or any holder of any Note securing any of the Obligations of a Borrower or any other ObligorObligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other Subsidiary Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of cash and the Credit have has been terminated or expired and all Commitments shall have terminated. The Guarantor guarantees that the Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they ariseAgreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note the Lender with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note Agreement or any other Loan DocumentDocument other than this Guaranty; (b) the failure of any Secured Party or any holder of any Notethe Lender (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor the Borrower or any other Person (including any other guarantor (including the Guarantor)) under the provisions of the Credit Agreement, any Note, Agreement and any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a Borrower or any other Obligor;Obligations: (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a Borrower or any other ObligorObligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorObligation; (d) any reduction, limitation, impairment or termination of any the Obligations of a Borrower or any other Obligor for any reason, other than payment, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, compromise or unenforceability of, or any other similar event or occurrence affecting, any Obligations of a Borrower, affecting the Guarantor, any other Obligor or otherwiseObligations; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note Agreement or any Document other Loan Documentthan this Guaranty; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party or any holder of any Note the Lender securing any of the Obligations of a Borrower or any other Obligor; orObligations; (g) the insolvency of, or voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization or other similar proceedings affecting the Borrower or any of its assets; and (h) any other circumstance (other than payment) which might otherwise constitute a defense available to, or a legal or equitable discharge of, a the Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty The Parent’s guaranty herein shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminatedTermination Date. The Guarantor Parent guarantees that the Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they such Obligations arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the Guarantor Parent under this Guaranty Agreement shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note Obligations or any other Loan Document; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) or to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a Borrower or any other ObligorObligations; (c) any change in the time, manner or place of payment of, or in any other term of, any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document, all or any part of the Obligations of a Borrower or any other ObligorObligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorObligation; (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reasonreason (other than a defense of payment in full in cash), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to ; (and the Guarantor hereby waives any right to or claim ofe) any defense or setoff, counterclaimcounterclaim (other than a defense of payment in full in cash), recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party or any holder of any Note securing any of the Obligations of a Borrower or any other Obligor; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower the Termination Date has occurred. Each Guarantor jointly and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor severally guarantees that the Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any lawLaw, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the each Guarantor under this Guaranty shall be joint and several, absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; (b) the failure of any Secured Party or any holder of any NoteParty (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor Loan Party or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including any of the Company or any other Subsidiary Guarantor) of, or collateral Collateral securing, any Obligations of a Borrower or any other ObligorObligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations of a Borrower or any other ObligorObligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorObligation; (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the each Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchangeexchange or release of any Collateral or of any Person that is (or will become) a guarantor (including a Guarantor hereunder) of the Obligations, release, or any surrender or non-perfection of any collateralCollateral, or any amendment to or waiver or release or addition ofto, or consent to or departure from, any other guaranty, guaranty held by any Secured Party or any holder of any Note securing any of the Obligations of a Borrower or any other ObligorObligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other ObligorLoan Party, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects ---------------------- be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower and each other Obligor the Borrowers have been paid in full in cashfull, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor guarantees that the Obligations of each Borrower and each other Obligor the Borrowers will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Guarantied Party or any holder of any Note with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; (b) the failure of any Secured Party or any holder of any NoteGuarantied Party: (i) to assert any claim or demand or to enforce any right or remedy against a any Borrower, any other Obligor obligor or any other Person (including any other guarantor (including the Guarantor)) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, ; or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a any Borrower or any other Obligorobligor; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a any Borrower or any other Obligorobligor, or any other extension, compromise or renewal of any Obligation Obligations of a any Borrower or any other Obligorobligor; (d) any reduction, limitation, impairment or termination of any the Obligations of a any Borrower or any other Obligor obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any the Obligations of a any Borrower, the Guarantor, any other Obligor obligor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to any departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to any departure from, any other guaranty, held by any Secured Guarantied Party or any holder of any Note securing any of the Obligations of a any Borrower or any other Obligorobligor; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a any Borrower, any other Obligorobligor, any surety or any guarantorguarantor other than payment in full of the Obligations.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower the Termination Date has occurred. Each Guarantor jointly and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor severally guarantees that the Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document or other agreement under which they such Obligations arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the each Guarantor under this Guaranty shall be joint and several, absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, failure of execution and delivery, legality or enforceability of the Credit Agreement, any Note Loan Document or any other Loan Documentagreement under which such Obligations arise; (b) the failure of any Secured Party or any holder of any NoteParty: (ia) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any NoteLoan Document, any other Loan Document agreement under which such Obligations arise or otherwise, ; or (iib) to exercise any right or remedy against any other guarantor (including the any Guarantor) of, or collateral securing, any Obligations of a Borrower or any other ObligorObligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations of a Borrower or any other ObligorObligations, or any other renewal, extension, compromise or renewal of any Obligation of a Borrower acceleration of, or any other Obligorincrease in the amount of, any Obligation; (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reason, including any manner of sale, disposition or application of proceeds of any collateral or other assets to all or part of the Obligations and including any claim of waiver, release, foreclosure, surrender, alteration or compromise, and shall not be subject to (and the each Guarantor hereby waives any right to or claim of) any defense (including any defense under or in connection with any decree) or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of the Credit Agreement, any Note Loan Document or any other Loan Documentagreement under which such Obligations arise; (f) any addition, exchangeexchange or release of any collateral or of any Person that is (or will become) a guarantor (including a Guarantor hereunder) of the Obligations, release, or any surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition ofto, or consent to or departure from, any other guaranty, guaranty held by any Secured Party or any holder of any Note securing any of the Obligations of a Borrower or any other ObligorObligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other Obligor, any surety or any guarantorguarantor (other than a defense of payment or performance).

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each the Borrower and each other Obligor have been paid in full in cash, cash and all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor guarantees that the Obligations of each the Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party the Lender or any holder of any Note with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; (b) the failure of any Secured Party the Lender or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor the Borrower or any other Person (including any other guarantor (including the Guarantor)) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a Borrower or any other Obligorthe Borrower; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a the Borrower or any other Obligor, or any other extension, compromise or renewal of any Obligation of a Borrower or any other Obligorthe Borrower; (d) any reduction, limitation, impairment or termination of any Obligations of a the Borrower or any other Obligor for any reason, including any claim of o waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor Borrower or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party the Lender or any holder of any Note securing any of the Obligations of a Borrower or any other Obligorthe Borrower; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a the Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty The guaranty agreed to above shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each the Revolving Loan Commitment Termination Date. Each Borrower jointly and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor severally guarantees that the Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they such Obligations arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note Lender with respect thereto. The liability of the Guarantor each Borrower under this Guaranty Agreement shall be joint and several, absolute, unconditional and irrevocable irrespective of: of (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; ; (b) the failure of any Secured Party or any holder of any Note Lender (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or or (ii) to exercise any right or remedy against any other guarantor (including the Guarantorany Obligor) of, or collateral securing, any Obligations of a Borrower or any other Obligor; Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations of a Borrower or any other ObligorObligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other Obligor; Obligation; (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor each Borrower hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwise; ; (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; ; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to or departure from, any other guaranty, guaranty held by any Secured Party or any holder of any Note Lender securing any of the Obligations of a Borrower Obligations; or any other Obligor; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower and each other Obligor have been paid in full in cashfull, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor guarantees that the Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement Agreements and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Lender Party or any holder of any Note with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (ai) any lack of validity, legality or enforceability of the Credit AgreementAgreements, any Note Note, any LC Application or any other Loan DocumentDocument or any portion of any thereof or (ii) the Credit Agreements, any Note, any LC Application or any other Loan Document or any portion of any thereof being void or voidable; (b) the failure of any Secured Lender Party or any holder of any Note, any LC Application, Letter of Credit or any interest therein (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor Designated Entity or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit AgreementAgreements, any Note, any LC Application, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a Borrower or any other ObligorDesignated Entity; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a Borrower or any other ObligorDesignated Entity, or any other extension, compromise or renewal of any Obligation of a Borrower or any other Obligor;other (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor Designated Entity for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor Designated Entity or otherwise; (e) any amendment to, extensions of, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit AgreementAgreements, any Note Note, any LC Application, any Letter of Credit or any other Loan Document; (f) any addition, exchange, release, surrender or non-non- perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Lender Party or any holder of any Note Note, any LC Application, any Letter of Credit or interest therein securing any of the Obligations of a Borrower or any other ObligorDesignated Entity; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other ObligorDesignated Entity, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each the Borrower and each other Obligor have been paid in full in cash, all obligations of the each Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired expired, all Rate Protection Agreements have been terminated and all Commitments shall have terminated. The Each Guarantor guarantees that the Obligations of each the Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement Agreement, the Notes and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the each Guarantor under this Guaranty shall be joint and several, and shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against a the Borrower, any other Obligor or any other Person (including any other guarantor (including the any Guarantor)) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the any Guarantor) of, or collateral securing, any Obligations of a the Borrower or any other Obligor; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a the Borrower or any other Obligor, or any other extension, compromise or renewal of any Obligation of a the Borrower or any other Obligor; (d) any reduction, limitation, impairment or termination of any Obligations of a the Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the each Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a the Borrower, the Guarantor, any other Obligor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party or any holder of any Note securing any of the Obligations of a the Borrower or any other Obligor; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a the Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects ---------------------- be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminatedFinal Payment Date. The Guarantor guarantees that the Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) SECTION 3.3.1. any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; (b) SECTION 3.3.2. the failure of any Secured Party or any holder of any NoteParty (ia) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor Loan Party or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (iib) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a Borrower or any other ObligorObligations; (c) SECTION 3.3.3. any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations of a Borrower or any other ObligorObligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorObligation; (d) SECTION 3.3.4. any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations (other than the payment and performance in full of a Borrower, the Guarantor, any other Obligor Obligations) or otherwise; (e) SECTION 3.3.5. any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) SECTION 3.3.6. any addition, exchangeexchange or release of any collateral or of the Guarantor of the Obligations, release, or any surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition ofto, or consent to or departure from, any other guaranty, guaranty held by any Secured Party or any holder of any Note securing any of the Obligations of a Borrower or any other ObligorObligations; or (g) SECTION 3.3.7. any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other ObligorLoan Party, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each the Borrower and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cashfull, all Letters of Credit have been terminated or expired expired, all obligations of each Guarantor hereunder shall have been paid in full and all Commitments shall have terminated. The Guarantor guarantees that the Obligations liability of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the Guarantor under this Guaranty shall be joint and several, and shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; (b) the failure of any Secured Lender Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against a the Borrower, any other Obligor or any other Person (including any other guarantor (including the any Guarantor)) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the any Guarantor) of, or collateral securing, any Obligations of a the Borrower or any other Obligor; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a the Borrower or any other Obligor, or any other extension, compromise or renewal of any Obligation of a the Borrower or any other Obligor; (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party or any holder of any Note securing any of the Obligations of a Borrower or any other Obligor; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all then accrued or due and payable monetary Obligations of each the Borrower and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cashfull, all Letters of Credit have been terminated terminated, cash collateralized or expired and all Commitments shall have terminated. The Each Guarantor guarantees that the Obligations of each the Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement Agreement, the Notes and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the each Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan DocumentDocument or any of the Cash Management Agreements; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against a the Borrower, any other Obligor or any other Person (including any other guarantor (including the any Guarantor)) under the provisions of the Credit Agreement, any Note, any other Loan Document or any of the Cash Management Agreements or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the any Guarantor) of, or collateral securing, any Obligations of a the Borrower or any other Obligor; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a the Borrower or any other Obligor, or any other extension, compromise or renewal of any Obligation of a the Borrower or any other Obligor; (d) any reduction, limitation, impairment or termination of any Obligations of a the Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the each Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a the Borrower, the Guarantor, any other Obligor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan DocumentDocument or any of the Cash Management Agreements; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party or any holder of any Note securing any of the Obligations of a the Borrower or any other Obligor; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a the Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional unconditional, and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower Georgia-Pacific and each other Obligor Loan Party have been paid in full cash in cashfull, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Each Guarantor guarantees that the Obligations of each Borrower Georgia-Pacific and each other Obligor Loan Party will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party the Agent or any holder of any Note Lender with respect thereto. The liability of the each Guarantor under this Guaranty shall be absolute, unconditional unconditional, and irrevocable irrespective of: (a) any lack of validity, legality legality, or enforceability of the Credit Agreement, any Note Agreement or any other Loan Document; (b) the failure of any Secured Party the Agent or any holder of any NoteLender: (i) to assert any claim or demand or to enforce any right or remedy against a BorrowerGeorgia-Pacific, any other Obligor Loan Party, or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document Document, or otherwise, ; or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or any collateral securing, any Obligations of a Borrower Georgia-Pacific or any other ObligorLoan Party; (c) any change in the time, manner manner, or place of payment of, or in any other term of, all or any of the Obligations of a Borrower Georgia-Pacific or any other ObligorLoan Party, or any other extension, compromise compromise, or renewal of any Obligation Obligations of a Borrower Georgia-Pacific or any other ObligorLoan Party; (d) any reduction, limitation, impairment impairment, or termination of any the Obligations of a Borrower Georgia-Pacific or any other Obligor Loan Party for any reason, including any claim of waiver, release, surrender, alteration alteration, or compromise, and shall not be subject to (and the each Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment recoupment, or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any the Obligations of a Borrower, the Guarantor, Georgia-Pacific or any other Obligor Loan Party or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note Agreement or any other Loan Document; (f) any addition, exchange, release, surrender surrender, or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party the Agent or any holder of any Note Lender securing any of the Obligations of a Borrower Georgia-Pacific or any other ObligorLoan Party; oror sf-709121 3 (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a BorrowerGeorgia-Pacific, any other ObligorLoan Party, any surety surety, or any guarantor.

Guaranty Absolute, etc. This Subject to the last sentence of Section 2.1, this Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each the Borrower and each other Obligor have been paid in full in cashfull, all obligations Obligations of the Guarantor Guarantors hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Each Guarantor guarantees that the Obligations of each the Borrower and each other Obligor its Subsidiaries will be paid strictly in accordance with the terms of the Credit Agreement Agreements and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Lender Party or any holder of any Note with respect thereto. The Subject to the last sentence of Section 2.1, the liability of the Guarantor Guarantors under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note Agreements or any other Loan Document; (b) the failure of any Secured Party or any holder of any NoteLender Party (i) to assert any claim or demand or to enforce any right or remedy against a the Borrower, any other Obligor or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any NoteAgreements, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a the Borrower or any other Obligor; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a the Borrower or any other Obligor, or any other extension, compromise or renewal of any Obligation of a the Borrower or any other Obligor; (d) any reduction, limitation, impairment or termination of any the Obligations of a the Borrower or any other Obligor for any reasonreason (other than the full and final payment of the Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor Guarantors hereby waives waive any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any the Obligations of a the Borrower, the Guarantor, any other Obligor or otherwise; (e) any amendment toto any of the terms of the Credit Agreements or any other Loan Document, and the Obligations of the Guarantors shall be modified to reflect any such amendment; (f) any rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note Agreements or any other Loan Document; (fg) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Lender Party or any holder of any Note securing any of the Obligations of a the Borrower or any other Obligor; or (gh) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a any Guarantor, the Borrower, any other Obligor, any surety or any guarantor, other than full and final payment of the Obligations.

Guaranty Absolute, etc. This Guaranty The guaranty set forth in this Article IX shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each the Borrower and each other Obligor have been paid in full in cash, all obligations of each Designated Guarantor under the Guarantor hereunder guaranty set forth in this Article IX shall have been paid in full in cash, all Letters of Credit have been terminated or expired, all Rate Protection Agreements have been terminated or expired and all Commitments shall have terminated. The Each Designated Guarantor guarantees that the Obligations of each the Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit this Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the each Designated Guarantor under the guaranty set forth in this Guaranty Article IX shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit this Agreement, any Note or any other Loan Document; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against a the Borrower, any other Obligor or any other Person (including any other guarantor (including the any Designated Guarantor)) under the provisions of the Credit this Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the any Designated Guarantor) of, or collateral securing, any Obligations of a the Borrower or any other Obligor; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a the Borrower or any other Obligor, or any other extension, compromise or renewal of any Obligation of a the Borrower or any other Obligor; (d) any reduction, limitation, impairment or termination of any Obligations of a the Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the each Designated Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, Borrower or any other Obligor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit this Agreement, any Note or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party or any holder of any Note securing any of the Obligations of a the Borrower or any other Obligor; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a the Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty The guaranty contained in this paragraph (i) shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each the Termination Date. Borrower and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor guarantees that the Borrower Guaranteed Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement Agreement, this Annex B and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party L/C Issuer, Administrative Agent or any holder of any Note Lender with respect thereto. The liability of Borrower under the Guarantor under guaranty contained in this Guaranty paragraph (i) shall be absolute, unconditional and irrevocable irrespective of: (aA) any lack of validity, legality or enforceability of the Credit Agreement, any Note Agreement or any other Loan Document; (bB) the failure of any Secured Party L/C Issuer, Administrative Agent or any holder of any Note (i) Lender to assert any claim or demand or to enforce any right or remedy against a Borrowerany Account Party, any other Obligor Credit Party or any other Person (including any other guarantor (including the GuarantorBorrower)) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) or to exercise any right or remedy against any other guarantor (including the GuarantorBorrower) of, or collateral securing, any Obligations of a Borrower or any other ObligorGuaranteed Obligations; (cC) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a Borrower or any other ObligorGuaranteed Obligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorGuaranteed Obligations; (dD) any reduction, limitation, impairment or termination of any Borrower Guaranteed Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor Borrower hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Borrower Guaranteed Obligations of a Borrower, the Guarantor, any other Obligor or otherwise; (eE) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note Agreement or any other Loan Document; (fF) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party L/C Issuer, Administrative Agent or any holder of any Note Lender securing any of the Obligations of a Borrower or any other ObligorGuaranteed Obligations; or (gG) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other Obligor, Account Party any surety or any guarantor.

Guaranty Absolute, etc. This Subsidiary Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower and each other Obligor have been paid in full in cash, all obligations of the Termination Date has occurred. Each Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor severally guarantees that the Guaranteed Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any lawLaw, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Lender Party or any holder of any Note with respect thereto. The liability of the Guarantor under this Subsidiary Guaranty of (i) each Guarantor that is a Domestic Subsidiary shall be joint and several, and (ii) each Guarantor that is a Foreign Subsidiary shall be several only, and in each case shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; (b) the failure of any Secured Party or any holder of any NoteLender Party: (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor Loan Party or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the any Borrower or any other Guarantor) of, or collateral (if any) securing, any Obligations of a Borrower or any other ObligorGuaranteed Obligation; (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations of a Borrower or any other ObligorGuaranteed Obligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorObligation; (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor Guaranteed Obligation for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the each Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor Guaranteed Obligation or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchangeexchange or release of any collateral (if any) or of any Person that is (or will become) a guarantor (including a Guarantor hereunder) of the Guaranteed Obligations, release, or any surrender or non-non perfection of any collateral, or any amendment to or waiver or release or addition ofto, or consent to or departure from, any other guaranty, guaranty held by any Secured Lender Party or any holder of any Note securing any of the Obligations of a Borrower or any other ObligorGuaranteed Obligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other ObligorLoan Party, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower and each other Obligor have been paid in full in cash, all obligations of so long as the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminatedLiabilities remain outstanding. The Guarantor guarantees that the Obligations Liabilities of each the Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement Facility Letter and each other Loan any Security Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note the Bank with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note Facility Letter or any other Loan Security Document; (b) the failure of any Secured Party or any holder of any Note the Bank (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor the Borrower or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit AgreementFacility Letter, any Note, any other Loan Security Document or otherwise, or or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a Borrower or any other ObligorLiabilities; (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations of a Borrower or any other ObligorLiabilities, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorLiability; (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor Liabilities for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor Liabilities or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchangeexchange or release of any collateral or of any Person that is a guarantor (including the Guarantor hereunder) of the Liabilities, release, or any surrender or non-non- perfection of any collateral, or any amendment to or waiver or release of or addition ofto, or consent to or departure from, any other guaranty, guaranty held by any Secured Party or any holder of any Note the Bank securing any of the Obligations of a Borrower or any other ObligorLiabilities; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a the Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations obligations of each the Borrower and each other Obligor under the Intercompany Note have been paid in full in cash, and all obligations of the each Guarantor hereunder shall have been paid in full full; provided, however, that in cashthe event of any sale of all the capital stock, or all Letters or substantially all of Credit have been the assets, of a Guarantor pursuant to Section 7(b)(vi) of the Intercompany Note, such Guarantor and each Guarantor that is a Subsidiary of such Guarantor shall be deemed automatically discharged and released from this Guaranty without any consent or other action by Holdco or any other Person, and this Guaranty shall, as to each such Guarantor, be automatically terminated and of no further force and effect, and Holdco shall, at the request of the Borrower or expired any of such Guarantor and all Commitments shall have terminatedat the Borrower’s and such Guarantor’s sole cost and expense, execute and deliver such documents (without recourse and without representation or warranty) as the Borrower or such Guarantor may reasonably request to evidence such release. The Each Guarantor guarantees that the Obligations obligations of each the Borrower and each other Obligor under the Intercompany Note will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, thereof regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note Holdco with respect thereto. The liability of the each Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Intercompany Note or any other Loan Documentinstrument or document relating to any thereof; (b) the failure of any Secured Party or any holder of any NoteHoldco: (i) to assert any claim or demand or to enforce any right or remedy against a the Borrower, any other Obligor Guarantor or any other Person (including any other guarantor (including the Guarantor)) under the provisions of the Credit Agreement, any Intercompany Note, any other Loan Document instrument or document relating to any thereof or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securingPerson, any Obligations obligations of a the Borrower under the Intercompany Note or any obligations of any other ObligorGuarantor hereunder; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations obligations of a the Borrower under the Intercompany Note or any other ObligorGuarantor hereunder, or any other extension, compromise or renewal of any Obligation such obligation of a the Borrower or any other ObligorGuarantor; (d) any reduction, limitation, impairment or termination of any Obligations the obligations of a the Borrower under the Intercompany Note or any other Obligor Guarantor hereunder for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the such Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations such obligations of a the Borrower, the Guarantor, any other Obligor Guarantor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Intercompany Note or any other Loan Documentinstrument or document relating to any thereof; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, this Guaranty as it relates to any other Guarantor or any other guaranty, held by any Secured Party or any holder Holdco in respect of any Note securing any of the Obligations obligations of a the Borrower or any other Obligorunder the Intercompany Note; or (g) any other circumstance which might otherwise constitute a defense (other than the defense of payment in full of the obligations under the Intercompany Note and hereunder) available to, or a legal or equitable discharge of, a the Borrower, any other ObligorGuarantor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each the Borrower and each other Obligor have been paid in full in cashfull, all obligations of the Guarantor Guarantors hereunder shall have been paid in full in cashfull, all Letters of Credit have been terminated or expired and all Commitments shall have terminated and, except as provided in Section 10.01(e) of the Second Amended and Restated Credit Agreement, all Lender Hedging Agreements have terminated. The No Guarantor may rescind or revoke its obligations hereunder. Each Guarantor guarantees that the Obligations of each the Borrower and each other Obligor will be paid strictly in accordance with the terms of the Second Amended and Restated Credit Agreement and each other Loan Document and each Lender Hedging Agreement under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Lender or any holder of any Note with respect thereto. The liability of the each Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: : (a1) any lack of validity, legality or enforceability of the Second Amended and Restated Credit Agreement, any Note or any other Loan Document; Document or any Lender Hedging Agreement; (b2) the failure of any Secured Party Lender or any holder of any Note Note (ia) to assert any claim or demand or to enforce any right or remedy against a the Borrower, any other Obligor or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Second Amended and Restated Credit Agreement, any Note, any other Loan Document Document, any Lender Hedging Agreement or otherwise, or or (iib) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a the Borrower or any other Obligor; ; (c3) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a the Borrower or any other Obligor, or any other extension, compromise or renewal of any Obligation Obligations of a the Borrower or any other Obligor; ; (d4) any reduction, limitation, impairment or termination of any Obligations of a the Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the each Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a the Borrower, the Guarantor, any other Obligor or otherwise; ; (e5) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Second Amended and Restated Credit Agreement, any Note or any other Loan Document; Document or any Lender Hedging Agreement; (f6) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party Lender or any holder of any Note securing any of the Obligations of a the Borrower or any other Obligor; or (g7) the insolvency or bankruptcy of, or similar event affecting, the Borrower or any other Obligor; or (8) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a the Borrower, any other Obligor, any surety or any guarantor.. Each Guarantor

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Secured Obligations of each Borrower and each other Obligor have been paid in full in cash, all obligations of the full. Each Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired jointly and all Commitments shall have terminated. The Guarantor severally guarantees that the Secured Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the each Guarantor under this Guaranty shall be joint and several, absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; (b) the failure of any Secured Party or any holder of any NoteParty (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor Loan Party or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a Borrower or any other ObligorSecured Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations of a Borrower or any other ObligorSecured Obligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorSecured Obligation; (d) any reduction, limitation, impairment or termination of any Secured Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the each Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations of a Borrower, the Guarantor, any other Obligor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchangeexchange or release of any collateral or of any Person that is (or will become) a guarantor of the Secured Obligations, release, or any surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition ofto, or consent to or departure from, any other guaranty, guaranty held by any Secured Party or any holder of any Note securing any of the Obligations of a Borrower or any other ObligorSecured Obligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other ObligorLoan Party, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminatedFacility Termination Date has occurred. The Guarantor Company guarantees that the Obligations of each Designated Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note Lender with respect thereto. The liability of the Guarantor Company under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; (b) the failure of any Secured Party Lender (or any holder the Administrative Agent on behalf of any Note the Lenders) (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor Loan Party or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, of any Obligations of a Borrower or any other ObligorObligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations of a Borrower or any other ObligorObligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorObligation; (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor Company hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchange, release, surrender exchange or non-perfection release of any collateralPerson that is (or will become) a guarantor of the Obligations, or any amendment to or waiver or release of or addition ofto, or consent to or departure from, any other guaranty, guaranty held by any Secured Party Lender (or any holder the Administrative Agent on behalf of any Note securing the Lenders) in respect of any of the Obligations of a Borrower or any other ObligorObligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other ObligorLoan Party, any surety or any guarantorthe Company.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower the Termination Date has occurred. Each Guarantor jointly and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor severally guarantees that the Obligations of each the Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the each Guarantor under this Guaranty shall be joint and several, absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note Agreement or any other Loan Document; (b) the failure of any Secured Party or any holder of any NoteParty (i) to assert any claim or demand or to enforce any right or remedy against a the Borrower, any other Obligor or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the each Guarantor) of, or collateral securing, any Obligations of a Borrower or any other ObligorObligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations of a Borrower or any other ObligorObligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorObligation; (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the each Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of the Credit Agreement, any Note Agreement or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to or departure from, any other guaranty, guaranty held by any Secured Party or any holder of any Note securing any of the Obligations of a Borrower or any other ObligorObligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a the Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty Section 3.4 shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower the Borrowers and each other Obligor have been paid in full in cashfull, all obligations of the Guarantor each Borrower hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor Each Borrower guarantees that the Obligations of each Borrower the other Borrowers and each other Obligor will be paid strictly in accordance with the terms of the Credit this Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Lender Party or any holder of any Note with respect thereto. The liability of the Guarantor each Borrower under this Guaranty Section 3.4 shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note this Agreement or any other Loan Document; (b) the failure of any Secured Party or any holder of any NoteLender Party (i) to assert any claim or demand or to enforce any right or remedy against a any other Borrower, any other Obligor or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions Section 3.4 of the Credit this Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a any other Borrower or any other Obligor; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a Borrower the other Borrowers or any other Obligor, or any other extension, compromise or renewal of any Obligation of a any other Borrower or any other Obligor; (d) any reduction, limitation, impairment or termination of any the Obligations of a any other Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor each Borrower hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any the Obligations of a any other Borrower, the Guarantor, any other Obligor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note this Agreement or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Lender Party or any holder of any Note securing any of the Obligations of a any other Borrower or any other Obligor; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a any other Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminatedTermination Date. The Guarantor Company guarantees that the Obligations of each Borrower and each other Obligor Loan Party will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any lawLaw, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the Guarantor Company under this Guaranty guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) a. any lack of validity, legality validity or enforceability of the Credit Agreement, any Note or any other Loan Document; (b) b. the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor Loan Party or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or or (ii) to exercise any right or remedy against any other guarantor (including the any Subsidiary Guarantor) of, or collateral Collateral securing, any Obligations of a Borrower or any other ObligorObligations; (c) c. any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations of a Borrower or any other ObligorObligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorObligation; (d) d. any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor Company hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwise; (e) e. any amendment to, rescission, waiver, waiver or other modification of, or any consent to or departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) f. any addition, exchangeexchange or release of any Collateral or of any Person that is (or will become) a guarantor (including any Subsidiary Guarantor) of the Obligations, release, or any surrender or non-perfection of any collateralCollateral, or any amendment to or waiver or release of or addition ofto, or consent to or departure from, any other guaranty, guaranty held by any Secured Party or any holder of any Note securing any of the Obligations of a Borrower or any other ObligorObligations; or (g) g. any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, of any other ObligorLoan Party, any surety or any guarantorthe Company.

Guaranty Absolute, etc. This To the extent permitted by applicable law, this Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower the Termination Date has occurred. Each Guarantor jointly and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor severally guarantees that the Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they ariseDocument, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the each Guarantor under this Guaranty shall be joint and several, absolute, unconditional and irrevocable to the extent permitted by applicable law irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; (b) the failure of any Secured Party or any holder of any NoteParty (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwiseDocument, or (ii) to exercise any right or remedy against any other guarantor (including the any Guarantor) of, or collateral securing, any Obligations of a Borrower or any other ObligorObligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations of a Borrower or any other ObligorObligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorObligation; (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reasonreason (other than the occurrence of the Termination Date), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the each Guarantor hereby waives to the extent permitted by law, any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations or otherwise (other than the occurrence of a Borrower, the Guarantor, any other Obligor or otherwiseTermination Date); (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchangeexchange or release of any collateral or of any Person that is (or will become) a guarantor (including a Guarantor hereunder) of the Obligations, release, or any surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition ofto, or consent to or departure from, any other guaranty, guaranty held by any Secured Party or any holder of any Note securing any of the Obligations of a Borrower or any other ObligorObligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other Obligor, any surety or any guarantorguarantor (other than payment or performance of the Obligations, in each case in full and, with respect to payments, in cash).

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower and each other Obligor have been paid in full in cashfull, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor guarantees that the Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement Agreements and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Lender Party or any holder of any Note with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (ai) any lack of validity, legality or enforceability of the Credit AgreementAgreements, any Note Note, any LC Application or any other Loan DocumentDocument or any portion of any thereof or (ii) the Credit Agreements, any Note, any LC Application or any other Loan Document or any portion of any thereof being void or voidable; (b) the failure of any Secured Lender Party or any holder of any Note, any LC Application, Letter of Credit or any interest therein (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit AgreementAgreements, any Note, any LC Application, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a Borrower or any other Obligor; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a Borrower or any other Obligor, or any other extension, compromise or renewal of any Obligation of a Borrower or any other Obligor; (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwise; (e) any amendment to, extensions of, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit AgreementAgreements, any Note Note, any LC Application, any Letter of Credit or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Lender Party or any holder of any Note Note, any LC Application, any Letter of Credit or interest therein securing any of the Obligations of a Borrower or any other Obligor; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower and each other Obligor have been paid in full in cash, all obligations of the each Guarantor hereunder shall have been paid in full in cash, cash and all Letters of Credit Interest Rate Agreements to which any Secured Party is a party have been terminated or expired and all Commitments shall have terminated. The Each Guarantor guarantees guarantees, jointly and severally, that the Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the . All rights of any Secured Party or any holder of any Note with respect thereto. The the Administrative Agent and the liability of the each Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrevocable, irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or Term Loan Note, any other Loan DocumentDocument or any Interest Rate Agreement; (b) the failure of any Secured Party or any holder of any NoteParty: (i) to assert any claim or demand or to enforce any right or remedy against a the Borrower, any other Obligor Loan Party or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Term Loan Note, any other Loan Document Document, any Interest Rate Agreement or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a Borrower or any other Obligorthe Obligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a Borrower or any other ObligorObligations, or any other extension, compromise extension or renewal of any Obligation of a the Borrower or any other ObligorLoan Party; (d) any reduction, limitation, impairment or termination of any of the Obligations of a Borrower or any other Obligor for any reasonreason other than the written agreement of the Secured Parties to terminate the Obligations in full, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (to, and the each Guarantor hereby waives any right to or claim of) , any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a the Borrower, the Guarantor, any other Obligor Loan Party or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or Term Loan Note, any other Loan DocumentDocument or any Interest Rate Agreement; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, guaranty held by any Secured Party or any holder of any Note securing any of the Obligations of a Borrower Obligations; or any other Obligor; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a the Borrower, any other ObligorLoan Party, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower the Borrowers and each other Obligor obligor have been paid in full in cash, and all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminatedfull. The Guarantor guarantees that the Obligations of each Borrower the Borrowers and each other Obligor obligor and their respective Subsidiaries, if any, will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Guaranteed Party or any holder of the Note(s) of any Note Borrower with respect thereto. The Consistent with (but not in limitation of) the other provisions of this Section 2.3, the liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Existing Credit Agreement, the Existing Guaranty, any other loan document relating to the Existing Credit Agreement or the Existing Guaranty, the September 22, 2000 Agreement, the Plan, the Credit Agreement, any Note or any other Loan DocumentDocument (the "Credit Documents"); (b) the failure of any Secured Guaranteed Party or any holder of any Note: (i) to assert any claim or demand or to enforce any right or remedy against a any Borrower, any other Obligor obligor or any other Person (including any other guarantor (including the Guarantor)) under the provisions of the Credit Agreement, any Note, any other Loan Document Documents or otherwise, ; or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a any Borrower or any other Obligorobligor; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a any Borrower or any other Obligorobligor, or any other extension, compromise or renewal of any Obligation Obligations of a any Borrower or any other Obligorobligor; (d) any reduction, limitation, impairment or termination of any the Obligations of a any Borrower or any other Obligor obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any the Obligations of a any Borrower, the Guarantor, any other Obligor obligor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to any departure from, any of the terms of the Credit Agreement, any Note or any other Loan DocumentDocuments; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to any departure from, any other guaranty, held by any Secured Guaranteed Party or any holder of any Note note securing any of the Obligations of a any Borrower or any other Obligorobligor; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a any Borrower, any other Obligorobligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower the Borrowers and each other Obligor obligor have been paid in full in cashfull, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor guarantees that the Obligations of each Borrower the Borrowers and each other Obligor obligor and their respective Subsidiaries, if any, will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Guarantied Party or any holder of the Note(s) of any Note Borrower with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; (b) the failure of any Secured Guarantied Party or any holder of any Note: (i) to assert any claim or demand or to enforce any right or remedy against a any Borrower, any other Obligor obligor or any other Person (including any other guarantor (including the Guarantor)) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, ; or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a any Borrower or any other Obligorobligor; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a any Borrower or any other Obligorobligor, or any other extension, compromise or renewal of any Obligation Obligations of a any Borrower or any other Obligorobligor; (d) any reduction, limitation, impairment or termination of any the Obligations of a any Borrower or any other Obligor obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any the Obligations of a any Borrower, the Guarantor, any other Obligor obligor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to any departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to any departure from, any other guaranty, held by any Secured Guarantied Party or any holder of any Note securing any of the Obligations of a any Borrower or any other Obligorobligor; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a any Borrower, any other Obligorobligor, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations (other than contingent indemnity obligations) of each Borrower the Borrowers and each other Obligor have been paid in full (or, in cashthe case of L/C Obligations, Cash Collateralized), all obligations of the Guarantor hereunder shall have been paid in full in cashfull, all Letters of Credit have been terminated or expired and all Commitments shall have terminated and, except as provided in Section 10.01(e) of the Credit Agreement, all Lender Hedging Agreements have terminated. The No Guarantor may rescind or revoke its obligations hereunder. Guarantor guarantees that the Obligations of each Borrower the Borrowers and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Lender or any holder of any Note with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: : (a1) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; ; (b2) the failure of any Secured Party Lender or any holder of any Note Note (ia) to assert any claim or demand or to enforce any right or remedy against a Borrowerthe Borrowers, any other Obligor or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or or (iib) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a Borrower the Borrowers or any other Obligor; ; (c3) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a Borrower the Borrowers or any other Obligor, or any other extension, compromise or renewal of any Obligation Obligations of a Borrower the Borrowers or any other Obligor; ; (d4) any reduction, limitation, impairment or termination of any Obligations of a Borrower the Borrowers or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the GuarantorBorrowers, any other Obligor or otherwise; ; (e5) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; ; (f6) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party Lender or any holder of any Note securing any of the Obligations of a Borrower the Borrowers or any other Obligor; or (g7) the insolvency or bankruptcy of, or similar event affecting, the Borrowers or any other Obligor; or (8) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrowerthe Borrowers, any other Obligor, any surety or any guarantor. Guarantor waives all rights and defenses which may arise with respect to any of the foregoing, and Guarantor waives any right to revoke this Guaranty with respect to future indebtedness.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations (other than contingent indemnity obligations) of each the Borrower and each other Obligor have been paid in full (or, in cashthe case of L/C Obligations, Cash Collateralized), all obligations of the Guarantor Guarantors hereunder shall have been paid in full in cashfull, all Letters of Credit have been terminated or expired and all Commitments shall have terminated and, except as provided in Section 10.01(e) of the Credit Agreement, all Lender Hedging Agreements have terminated. The No Guarantor may rescind or revoke its obligations hereunder. Each Guarantor guarantees that the Obligations of each the Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Lender or any holder of any Note with respect thereto. The liability of the each Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: : (a1) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; ; (b2) the failure of any Secured Party Lender or any holder of any Note Note (ia) to assert any claim or demand or to enforce any right or remedy against a the Borrower, any other Obligor or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or or (iib) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a the Borrower or any other Obligor; ; (c3) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a the Borrower or any other Obligor, or any other extension, compromise or renewal of any Obligation Obligations of a the Borrower or any other Obligor; ; (d4) any reduction, limitation, impairment or termination of any Obligations of a the Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the each Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a the Borrower, the Guarantor, any other Obligor or otherwise; ; (e5) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; ; (f6) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party Lender or any holder of any Note securing any of the Obligations of a the Borrower or any other Obligor; or (g7) the insolvency or bankruptcy of, or similar event affecting, the Borrower or any other Obligor; or (8) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a the Borrower, any other Obligor, any surety or any guarantor. Each Guarantor waives all rights and defenses which may arise with respect to any of the foregoing, and each Guarantor waives any right to revoke this Guaranty with respect to future indebtedness.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each the Borrower and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired cash and all Commitments shall have terminated. The Guarantor guarantees that the Obligations of each the Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against a the Borrower, any other Obligor or any other Person (including any other guarantor (including the Guarantor)) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a the Borrower or any other Obligor; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a the Borrower or any other Obligor, or any other extension, compromise or renewal of any Obligation of a the Borrower or any other Obligor; (d) any reduction, limitation, impairment or termination of any Obligations of a the Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a the Borrower, the Guarantor, any other Obligor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party or any holder of any Note securing any of the Obligations of a Borrower or any other Obligor; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other Obligor, any surety or any guarantor.

Guaranty Absolute, etc. This To the extent permitted by applicable law, this Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower the Termination Date has occurred. Each Guarantor jointly and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor severally guarantees that the Secured Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document or other applicable agreement under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the each Guarantor under this Guaranty shall be joint and several, absolute, unconditional and irrevocable to the extent permitted by applicable law irrespective of: (a) SECTION 2.3.1 any lack of validity, legality or enforceability of the Credit Agreement, any Note Loan Document or any other Loan Documentapplicable agreement under which such Secured Obligations arise; (b) SECTION 2.3.2 the failure of any Secured Party or any holder of any NoteParty (ia) to assert any claim or demand or to enforce any right or remedy against a Borrower, the Borrower or any other Obligor of its Subsidiaries or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or other applicable agreement under which such Secured Obligations arise or otherwise, or (iib) to exercise any right or remedy against any other guarantor (including the any Guarantor) of, or collateral securing, any Obligations of a Borrower or any other ObligorSecured Obligations; (c) SECTION 2.3.3 any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations of a Borrower or any other ObligorSecured Obligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorSecured Obligation; (d) SECTION 2.3.4 any reduction, limitation, impairment or termination of any Secured Obligations of a Borrower or any other Obligor for any reasonreason (other than the occurrence of the Termination Date), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the each Guarantor hereby waives to the extent permitted by law, any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligations or otherwise (other than the occurrence of a Borrower, the Guarantor, any other Obligor or otherwiseTermination Date); (e) SECTION 2.3.5 any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of the Credit Agreement, any Note Loan Document or any other Loan Documentapplicable agreement under which such Secured Obligations arise; (f) SECTION 2.3.6 any addition, exchangeexchange or release of any collateral or of any Person that is (or will become) a guarantor (including a Guarantor hereunder) of the Secured Obligations, release, or any surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition ofto, or consent to or departure from, any other guaranty, guaranty held by any Secured Party or any holder of any Note securing any of the Obligations Secured Obligations; SECTION 2.3.7 any law, regulation, decree or order of a Borrower any jurisdiction, or any other Obligorevent, affecting any term of any Secured Obligation or any Secured Party’s rights with respect thereto, including (i) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice, (ii) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction, (iii) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives any Guarantor of any assets or their use or of the ability to operate its business or a material part thereof, or (iv) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (i), (ii) or (iii) above (in each of the cases contemplated in clauses (i) through (iv) above, to the extent occurring or existing on or at any time after the date of this Guaranty); or (g) SECTION 2.3.8 any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, the Borrower or any other Obligorof its Subsidiaries, any surety or any guarantorguarantor (other than payment or performance of the Secured Obligations, in each case in full and, with respect to payments, in cash).

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of paymentpayment by the Guarantor, and shall remain in full force and effect until all Guaranteed Obligations of each Borrower and each other Obligor have been paid in full in cashfull, all obligations of finally and indefeasibly, and the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Tranche A Commitments shall have terminated. The Guarantor guarantees that the Guaranteed Obligations of each Borrower and each other Obligor will shall be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Transaction Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party the Administrative Agent or any holder of Tranche A Lender or any Note other Person with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note Agreement or any other Loan Transaction Document; (b) the failure of the Administrative Agent, the Collateral Agent, any Secured Party Lender or any holder of any Noteother Person: (i) to assert any claim or demand or to enforce any right or remedy against a BorrowerVitrocrisa, Comercial, any other Obligor US Affiliate, Libbey or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Transaction Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Guaranteed Obligations of a Borrower or any of the other ObligorObligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations of a Borrower or any of the other ObligorObligations, or any other extension, compromise or renewal of any Guaranteed Obligation of a Borrower or any of the other ObligorObligations; (d) any reduction, limitation, impairment or termination of any Guaranteed Obligations of a Borrower or any of the other Obligor Obligations for any reasonreason (other than payment), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence (other than indefeasible payment in full in cash of the Guaranteed Obligations) affecting, any Guaranteed Obligations or any of a Borrower, the Guarantor, any other Obligor or otherwiseObligations; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note Agreement or any other Loan DocumentTransaction Document including without limitation any amendment, rescission, waiver or other modification or consent which results in an increase in the amount of the Obligations; (fi) any addition, exchange, release, surrender or non-perfection of any collateral, collateral or (ii) any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, guaranty held by any Secured Party the Administrative Agent, the Collateral Agent or any holder of any Note Lender, securing or supporting any of the Guaranteed Obligations of a Borrower or any of the other ObligorObligations; or (g) any other circumstance (other than payment) which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrowerthe Guarantor, Vitrocrisa, Comercial, Libbey, any other ObligorUS Affiliate, any surety or any other guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminatedFinal Payment Date. The Guarantor guarantees Guarantors guarantee that the Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note the Agent with respect thereto. The liability of the Guarantor Guarantors under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; (b) the failure of any Secured Party or any holder of any Notethe Agent: (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor Loan Party or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, ; or (ii) to exercise any right or remedy against any other guarantor (including any of the GuarantorGuarantors) of, or collateral securing, of any Obligations of a Borrower or any other ObligorObligations; (c) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations of a Borrower or any other ObligorObligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorObligation; (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor Guarantors hereby waives waive any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any addition, exchangeexchange or release of any collateral or of the Guarantors of the Obligations, release, or any surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition ofto, or consent to or departure from, any other guaranty, guaranty held by any Secured Party or any holder of any Note the Agent securing any of the Obligations of a Borrower or any other ObligorObligations; or (g) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other Obligorloan party, any surety or any guarantor.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each the Borrower and each other Obligor have been paid in full in cashfull, all obligations of the each Guarantor hereunder shall have been paid in full in cashfull, all Letters of Credit have been terminated or expired and all Commitments shall have terminated and except as provided in Section 10.01(e) of the Credit Agreement, all Lender Hedging Agreements have terminated. The No Guarantor may rescind or revoke its obligations hereunder. Each Guarantor guarantees that the Obligations of each the Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party Lender or any holder of any Note with respect thereto. The liability of the each Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of: : (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note or any other Loan Document; ; (b) the failure of any Secured Party Lender or any holder of any Note Note (i) to assert any claim or demand or to enforce any right or remedy against a the Borrower, any other Obligor or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a the Borrower or any other Obligor; ; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of a the Borrower or any other Obligor, or any other extension, compromise or renewal of any Obligation Obligations of a the Borrower or any other Obligor; ; (d) any reduction, limitation, impairment or termination of any Obligations of a the Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the such Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a the Borrower, the Guarantor, any other Obligor or otherwise; ; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; ; (f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party Lender or any holder of any Note securing any of the Obligations of a the Borrower or any other Obligor; or (g) the insolvency or bankruptcy of, or similar event affecting, the Borrower or any other Obligor; or (h) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a the Borrower, any other Obligor, any surety or any guarantor. Each Guarantor waives all rights and defenses which may arise with respect to any of the foregoing, and each Guarantor waives any right to revoke this Guaranty with respect to future indebtedness.

Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional (a) The liabilities and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder pursuant to this ARTICLE VI-A shall be absolute and unconditional under all circumstances and shall be performed by the Guarantor regardless of (i) whether any of the Guaranty Parties shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminated. The Guarantor guarantees that taken any steps to collect (x) from the Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms Originator any of the Credit Agreement and each other Loan Document amounts payable by the Originator to the SPV under which they arisethe First Tier Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting (y) from the Servicer any of such terms the amounts payable by the Servicer to any of the Guaranty Parties pursuant to this Agreement, or shall otherwise have exercised any of their rights or remedies under this Agreement, the First Tier Agreement or the rights of other Transaction Documents against such Originator or the Servicer, as applicable, or against any Secured Party or Obligor under any holder of any Note with respect thereto. The liability of the Guarantor under this Guaranty shall be absolutePool Receivables, unconditional and irrevocable irrespective of: (aii) any lack of the validity, legality or enforceability of the Credit this Agreement, any Note the First Tier Agreement or any other Loan Document; (b) Transaction Documents, or the failure disaffirmance of any Secured Party thereof in any event of bankruptcy relating to the Originator or the Servicer, as applicable, (iii) any holder law, regulation or decree now or hereafter in effect that might in any manner affect any of any Note (i) to assert any claim the terms or demand or to enforce any right or remedy against a Borrowerprovisions of this Agreement, any other Obligor the First Tier Agreement or any other Person (including any other guarantor (including the Guarantor)) under the provisions of the Credit Agreement, any Note, any other Loan Transaction Document or otherwise, or (ii) to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a Borrower or any other Obligor; (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations rights of the Guaranty Parties as against the Originator or the Servicer, as applicable, or as against any Obligor under any of such Pool Receivables or that might cause or permit to be invoked any alteration in time, amount, manner of payment or performance of any amount payable by the Originator or the Servicer, as applicable, to any of the Guaranty Parties under this Agreement or the First Tier Agreement, (iv) the merger or consolidation of the Originator or the Servicer, as applicable, into or with any corporation or any sale or transfer by the Originator or the Servicer, as applicable, or all or any part of its property, (v) the existence or assertion of any Adverse Claim with respect to any Pool Receivable or Affected Asset, or (vi) any other circumstance whatsoever (with or without notice to or knowledge of the Guarantor) which may 56 Transfer and Administration Agreement 61 or might in any manner or to any extent vary the risk of the Guarantor, or might otherwise constitute a legal or equitable discharge of a Borrower surety or guarantor, it being the purpose and intent of the Guarantor that the liabilities and obligations of the Guarantor under this ARTICLE VI-A shall be absolute and unconditional under any other Obligor, or any other extension, compromise or renewal of any Obligation of a Borrower or any other Obligor; (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reason, including any claim of waiver, release, surrender, alteration or compromiseand all circumstances, and shall not be subject discharged except by payment and performance as in this ARTICLE VI-A provided. This guaranty is a guaranty of payment and performance, in each case, with respect to the Guaranteed Obligations, and not just of collection. (b) Without in any way affecting or impairing the liabilities and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason obligations of the invalidityGuarantor, illegalityany of the Guaranty Parties may at any time and from time to time in its discretion, nongenuineness, irregularity, compromise, unenforceability without the consent of, or any other event or occurrence affecting, any Obligations of a Borrowernotice to, the Guarantor, and without releasing or affecting the Guarantor's liability hereunder (i) extend or change the time, manner, place or terms of this Agreement, the First Tier Agreement or any other Obligor Transaction Document, (ii) settle or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, compromise any of the terms amounts payable by the Originator or the Servicer, as applicable, to any of the Credit AgreementGuaranty Parties under this Agreement or the First Tier Agreement or subordinate the same to the claims of others, (iii) retain or obtain a lien upon or security interest in any Note property to secure any of the obligations hereunder, (iv) retain or obtain the primary or secondary obligation of any obligor or obligors, in addition to the Guarantor, with respect to any of the obligations due hereunder, or (v) release or fail to perfect any lien upon or security interest in, or impair, surrender, release or permit any substitution in exchange for, all or any other Loan Document; (f) any addition, exchange, release, surrender or non-perfection part of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Secured Party or any holder of any Note property securing any of the Obligations obligations under this Agreement or the First Tier Agreement; IT BEING UNDERSTOOD that nothing contained in this ARTICLE VI-A shall give any Guaranty Party the right to take any of a Borrower the foregoing actions if not permitted by the provisions of this Agreement or any other Obligor; or (g) any other circumstance which might otherwise constitute a defense available tothe First Tier Agreement, by law or a legal or equitable discharge of, a Borrower, any other Obligor, any surety or any guarantorotherwise.

Guaranty Absolute, etc. This Guaranty The Parent’s guaranty herein shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of each Borrower and each other Obligor have been paid in full in cash, all obligations of the Guarantor hereunder shall have been paid in full in cash, all Letters of Credit have been terminated or expired and all Commitments shall have terminatedTermination Date. The Guarantor Parent guarantees that the Obligations of each Borrower and each other Obligor will be paid strictly in accordance with the terms of the Credit Agreement and each other Loan Document under which they such Obligations arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party or any holder of any Note with respect thereto. The liability of the Guarantor Parent under this Guaranty Agreement shall be absolute, unconditional and irrevocable irrespective of: (a) any lack of validity, legality or enforceability of the Credit Agreement, any Note Obligations or any other Loan Document; (b) the failure of any Secured Party or any holder of any Note (i) to assert any claim or demand or to enforce any right or remedy against a Borrower, any other Obligor or any other Person (including any other guarantor (including the Guarantor)guarantor) under the provisions of the Credit Agreement, any Note, any other Loan Document or otherwise, or (ii) or to exercise any right or remedy against any other guarantor (including the Guarantor) of, or collateral securing, any Obligations of a Borrower or any other ObligorObligations; (c) any change in the time, manner or place of payment of, or in any other term of, any amendment to, rescission, waiver, or other modification of, or any consent to or departure from, any of the terms of any Loan Document, all or any part of the Obligations of a Borrower or any other ObligorObligations, or any other extension, compromise or renewal of any Obligation of a Borrower or any other ObligorObligation; (d) any reduction, limitation, impairment or termination of any Obligations of a Borrower or any other Obligor for any reasonreason (other than a defense of payment in full in cash), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to ; (and the Guarantor hereby waives any right to or claim ofe) any defense or setoff, counterclaimcounterclaim (other than a defense of payment in full in cash), recoupment or termination whatsoever by reason of the invalidity, illegality, nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of a Borrower, the Guarantor, any other Obligor or otherwise; (e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any Note or any other Loan Document; (f) any manner of sale or other disposition of any collateral for all or any of the Obligations or any other assets of any Obligor or any manner of application of any collateral, or proceeds thereof, to all or any of the Obligations, or (g) any addition, exchangeexchange or release of any collateral or of any Person that is (or will become) a guarantor of the Obligations, release, or any surrender or non-non perfection of any collateral, or any amendment to or waiver or release or addition ofto, or consent to or departure from, any other guaranty, guaranty held by any Secured Party or any holder of any Note securing any of the Obligations Obligations; (h) any change, restructuring or termination of a Borrower the corporate structure or existence of any Obligor; (i) any failure of any Secured Party to disclose to any Obligor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other guarantor now or hereafter known by such Secured Party; (j) the failure of any other Person to execute or deliver any Guaranty, or any supplement thereto, or any other Obligorguaranty or agreement or the release or reduction of liability of any Obligor or surety with respect to the Obligations; or (gk) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a Borrower, any other Obligor, any surety or any guarantor. Collectively, the foregoing sub-sections (a) through (k) shall be known as the “Guaranty Absolute Clauses.”