Common use of Liability of Guarantors Absolute Clause in Contracts

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any other guarantee of the indebtedness of the Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower or any other party, (b) any other continuing or other guarantee, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, (e) the failure of the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guarantee, (f) any payment made to any Guaranteed Creditor on the indebtedness which any Guaranteed Creditor repays the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Creditors as contemplated in Section 5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any other guarantee guaranty of the indebtedness of the any Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the any Borrower or any other partyLoan Party, (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party (as defined in the Credit Agreement) as to any of the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee guaranty or undertakingundertaking by such Person, (d) any dissolution, termination or increase, decrease or change in personnel by the any Borrower, (e) the failure of the a Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty, (f) any payment made to any Guaranteed Creditor on any of the indebtedness Guaranteed Obligations which the Administrative Agent and/or any Guaranteed Creditor repays the any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, proceeding or (g) any action or inaction by the Guaranteed Creditors as contemplated in Section 5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligationshereof.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any other guarantee guaranty of the indebtedness of the Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower or any other partyLoan Party, (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party (as defined in the Credit Agreement) as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee guaranty or undertakingundertaking by such Person, (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, (e) the failure of the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty, (f) any payment made to any Guaranteed Creditor on the indebtedness Guaranteed Obligations which the Administrative Agent and/or any Guaranteed Creditor repays the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, proceeding or (g) any action or inaction by the Guaranteed Creditors as contemplated in Section 5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligationshereof.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the indebtedness of the Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower or any other party, (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, (e) the failure of the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty, (f) any payment made to any Guaranteed Secured Creditor on the indebtedness which any Guaranteed Secured Creditor repays the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Secured Creditors as contemplated in Section 5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed ObligationsObligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the indebtedness of the Borrower or any other Guaranteed Party whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower Borrower, any other Guaranteed Party or any other party, (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerBorrower or any other Guaranteed Party, (e) the failure of the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty, (f) any payment made to any Guaranteed Secured Creditor on the indebtedness which any Guaranteed Secured Creditor repays the Borrower or any other Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Secured Creditors as contemplated in Section 5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed ObligationsObligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee of the indebtedness of the Borrower Borrower, whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoeverwhatsoever (other than the Satisfaction of the Guaranteed Obligations), including, without limitation: (a) any direction as to application of payment by the Borrower Borrower, or any other party, (b) any other continuing or other guarantee, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, (e) the failure of the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this the Guarantee, (f) any payment made to any Guaranteed Secured Creditor on the indebtedness which any Guaranteed Secured Creditor repays the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Secured Creditors as contemplated in Section 5 1.5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed ObligationsObligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any other guarantee guaranty of the indebtedness of the either Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the either Borrower or any other partyLoan Party, (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party (as defined in the Credit Agreement) as to any of the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee guaranty or undertakingundertaking by such Person, (d) any dissolution, termination or increase, decrease or change in personnel by the either Borrower, (e) the failure of the a Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty, (f) any payment made to any Guaranteed Creditor on any of the indebtedness Guaranteed Obligations which the Administrative Agent and/or any Guaranteed Creditor repays the either Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, proceeding or (g) any action or inaction by the Guaranteed Creditors as contemplated in Section 5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligationshereof.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the indebtedness of the any Borrower or any other Guaranteed Party, whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower any Borrower, any other Guaranteed Party or any other party, (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the Borrowerany Borrower or any other Guaranteed Party, (e) the failure of the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty, (f) any payment made to any Guaranteed Secured Creditor on the indebtedness which any Guaranteed Secured Creditor repays the to any Borrower or any other Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Secured Creditors as contemplated in Section 5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefore; provided that nothing in this Guaranty shall prevent the Guarantor from asserting the defense of payment of all or any portion of the Guaranteed Obligations.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the indebtedness of the any Borrower or any other Guaranteed Party whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower any Borrower, any other Guaranteed Party or any other party, (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the Borrowerany Borrower or any other Guaranteed Party, (e) the failure of the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty, (f) any payment made to any Guaranteed Creditor on the indebtedness which any Guaranteed Creditor repays the any Borrower or any other Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Creditors as contemplated in Section 5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed ObligationsObligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the indebtedness of the European Borrower or any other Guaranteed Party, whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower European Borrower, any other Guaranteed Party or any other party, (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerEuropean Borrower or any other Guaranteed Party, (e) the failure of the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty, (f) any payment made to any Guaranteed Secured Creditor on the indebtedness which any Guaranteed Secured Creditor repays to the European Borrower or any other Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Secured Creditors as contemplated in Section 5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefore; provided that nothing in this Guaranty shall prevent the Guarantor from asserting the defense of payment of all or any portion of the Guaranteed Obligations.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the indebtedness of the Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower or any other party, (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, (e) the failure of the a Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty, (f) any payment made to any Guaranteed Creditor Secured Party on the indebtedness which any Guaranteed Creditor Secured Party repays the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Creditors Secured Parties as contemplated in Section 5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed ObligationsObligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee of the indebtedness of the any Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the any Borrower or any other party, (b) any other continuing or other guarantee, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the any Borrower, (e) the failure of the a Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guarantee, (f) any payment made to any Guaranteed Creditor Secured Party on the indebtedness which any Guaranteed Creditor Secured Party repays the any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Creditors Secured Parties as contemplated in Section 5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed ObligationsObligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the indebtedness of the Borrower or any other Guaranteed Party whether executed by such Guarantor, any other Guarantor, any other guarantor of the Guaranteed Obligations or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoeverwhatsoever until the occurrence of the Termination Date, to the extent permitted under applicable law, including, without limitation: (a) any direction as to application of payment by the Borrower Borrower, any other Guaranteed Party or any other party, (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerBorrower or any other Guaranteed Party, (e) the failure of the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty, (f) any payment made to any Guaranteed Secured Creditor on the indebtedness Guaranteed Obligations which any Guaranteed Secured Creditor repays the Borrower or any other Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Secured Creditors as contemplated in Section 5 hereof or 10.05, (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed ObligationsObligations or of any security therefor, (i) any extension, renewal, settlement, compromise, waiver or release in respect of any Guaranteed Obligation by operation of law or otherwise, (j) any modification or amendment of or supplement to the Credit Agreement or any other Credit Document, (k) any release, impairment, non-perfection or invalidity of any direct or indirect security for any Guaranteed Obligation, (l) any change in the corporate existence, structure or ownership of the Borrower, any Guarantor or any other Person or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any Guarantor or any other Person or its assets or any resulting release or discharge of any Guaranteed Obligation, (m) the existence of any claim, set-off or other rights which a Guarantor may have at any time against the Borrower, any other Guarantor, the Secured Creditors or any other entity, whether in connection herewith or with any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim, (n) any invalidity or unenforceability relating to or against the Borrower or any other Person for any reason of the Credit Agreement or any other Credit Document or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of principal, premium or interest on any loan made pursuant to, or any other amount payable pursuant to the Credit Agreement or any other Credit Document, or (o) any other act or omission to act or delay of any kind by the Borrower, any other Guaranteed Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunder.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the indebtedness of the Payer, a Borrower or any other Guaranteed Party whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower Payer, the Borrowers, any other Guaranteed Party or any other party, (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee guaranty or undertakingundertaking (other than any payment applied in satisfaction of the Guaranteed Obligations), (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerPayer, a Borrower or any other Guaranteed Party, (e) the failure of the any Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty, (f) any payment made to any Guaranteed Secured Creditor on the indebtedness which any Guaranteed Secured Creditor repays the Payer, a Borrower or any other Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Secured Creditors as contemplated in Section 5 hereof or hereof, (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed ObligationsObligations or of any security therefore and (i) any legal or equity defenses, including suretyship defenses.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the indebtedness of the any Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the any Borrower or any other party, (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the any Borrower, (e) the failure of the a Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty, (f) any payment made to any Guaranteed Creditor Secured Party on the indebtedness which any Guaranteed Creditor Secured Party repays the any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Creditors Secured Parties as contemplated in Section 5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed ObligationsObligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the indebtedness of the any Borrower or any other Guaranteed Party, whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower any Borrower, any other Guaranteed Party or any other party, (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the Borrowerany Borrower or any other Guaranteed Party, (e) the failure of the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty, (f) any payment made to any Guaranteed Secured Creditor on the indebtedness which any Guaranteed Secured Creditor repays the any Borrower or any other Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Secured Creditors as contemplated in Section 5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefore; provided that nothing in this Guaranty shall prevent the Guarantor from asserting the defense of payment of all or any portion of the Guaranteed Obligations.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the indebtedness of the Borrower Company or any other Guaranteed Party whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower any Borrower, or any other Guaranteed Party or any other party, (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the Borrowerany Borrower or any other Guaranteed Party, (e) the failure of the a Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty, (f) any payment made to any Guaranteed Secured Creditor on the indebtedness which any Guaranteed Secured Creditor repays the any Borrower or any other Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Secured Creditors as contemplated in Section 5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed ObligationsObligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the indebtedness of the Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower or any other partyBorrower, (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, (e) the failure of the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty, (f) any payment made to any Guaranteed Secured Creditor on the indebtedness which any Guaranteed Secured Creditor repays the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Secured Creditors as contemplated in Section 5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed ObligationsObligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any other guarantee of the indebtedness of the Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower or any other party, (b) any other continuing or other guarantee, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, (e) the failure of the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guarantee, (f) any payment made to any Guaranteed Creditor on the indebtedness Guaranteed Obligations which any Guaranteed Creditor repays the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Creditors as contemplated in Section 5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the indebtedness of the Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitationby: (a) any direction as to application of payment by the Borrower or any other party, ; (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, ; (c) any payment on or in reduction of any such other guarantee guaranty or undertaking, ; (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, ; (e) the failure of the such Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guarantee, Guaranty; (f) any payment made to any Guaranteed Secured Creditor on the indebtedness which any Guaranteed Secured Creditor repays the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, ; (g) any action or inaction by the Guaranteed Secured Creditors as contemplated in Section 5 hereof hereof; or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations.Obligations or of any security therefor. Table of Contents

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the indebtedness of the Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower or any other party, ; (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, ; (c) any payment on or in reduction of any such other guarantee guaranty or undertaking, ; (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, ; (e) the failure of the any Guarantor to receive any benefit from or as a result of its execution, ; delivery and performance of this Guarantee, Guaranty; (f) any payment made to any Guaranteed Secured Creditor on the indebtedness which any Guaranteed Secured Creditor repays the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, ; (g) any action or inaction by the Guaranteed Secured Creditors as contemplated in Section 5 hereof hereof; or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed ObligationsObligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the indebtedness of the any Borrower whether executed by such Guarantor, any other GuarantorObligor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: limitation (and each Obligor hereby waives any defense arising from any of the following): (a) any direction as to application of payment by the Borrower any Obligor or any other party, (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Secured Obligations, (c) any payment on or in reduction of any such other guarantee guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the Borrowerany Obligor, (e) the failure of the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty, (f) any payment made to any Guaranteed Secured Creditor on the indebtedness which any Guaranteed Secured Creditor repays the Borrower any Obligor pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Secured Creditors as contemplated in Section 5 17.05 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed ObligationsSecured Obligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the indebtedness of the Borrower Issuer or INTELSAT whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower Issuer, INTELSAT or any other party, (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerIssuer or INTELSAT, (e) the failure of the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty, (f) any payment made to any Guaranteed Eurobond Creditor on the indebtedness which any Guaranteed Eurobond Creditor repays the Borrower Issuer or INTELSAT pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Eurobond Creditors as contemplated in Section 5 hereof or hereof, (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor or (i) except for the payment in full in cash of the Guaranteed Obligations, any event or the existence of any other circumstance which might constitute a legal or equitable discharge of a surety or guarantee.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any other guarantee guaranty of the indebtedness of the any Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the any Borrower or any other partyLoan Party, (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party (as defined in the Credit Agreement) as to any of the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee guaranty or undertakingundertaking by such Person, (d) any dissolution, termination or increase, decrease or change in personnel by the any Borrower, (e) the failure of the a Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty, (f) any payment made to any Guaranteed Bank Creditor on any of the indebtedness Guaranteed Obligations which the Administrative Agent and/or any Guaranteed Bank Creditor repays the any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, proceeding or (g) any action or inaction by the Guaranteed Bank Creditors as contemplated in Section 5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligationshereof.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the indebtedness of the Borrower any Guaranteed Party whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower any Canadian Borrower, or any other Guaranteed Party or any other party, (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the Borrowerany Canadian Borrower or any other Guaranteed Party, (e) the failure of the a Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeCanadian Guaranty, (f) any payment made to any Guaranteed Secured Creditor on the indebtedness which any Guaranteed Secured Creditor repays the any Canadian Borrower or any other Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Secured Creditors as contemplated in Section 5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed ObligationsObligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the indebtedness of the Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower or any other party, (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, (e) the failure of the any Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty, (f) any payment made to any Guaranteed Secured Creditor on the indebtedness which any Guaranteed Secured Creditor repays the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Secured Creditors as contemplated in Section 5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed ObligationsObligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the indebtedness of the any Borrower or any other Guaranteed Party whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower any Borrower, any other Guaranteed Party or any other party, (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the Borrowerany Borrower or any other Guaranteed Party, (e) the failure of the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty, (f) any payment made to any Guaranteed Secured Creditor on the indebtedness which any Guaranteed Secured Creditor repays the any Borrower or any other Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Secured Creditors as contemplated in Section 5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed ObligationsObligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any other guarantee guaranty of the indebtedness of the Borrower Company whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower Company or any other partyGuarantor, (b) any other continuing or other guaranteeGuaranty, undertaking or maximum liability of a Guarantor or of any other party (as defined in the Note Agreement) as to any of the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee Guaranty or undertakingundertaking by such Person, (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerCompany, (e) the failure of the a Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty Agreement, (f) any payment made to any holder of a Note on any of the Guaranteed Creditor on the indebtedness Obligations which any Guaranteed Creditor holder of a Note repays the Borrower Company pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations Guaranteed Obligations hereunder by reason of any such proceeding, proceeding or (g) any action or inaction by the Guaranteed Creditors holders of the Notes as contemplated in Section 5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligationshereof.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the indebtedness of the any Borrower whether executed by such Guarantor, any other GuarantorObligor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower any Obligor or any other party, (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Secured Obligations, (c) any payment on or in reduction of any such other guarantee guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the Borrowerany Obligor, (e) the failure of the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty, (f) any payment made to any Guaranteed Secured Creditor on the indebtedness which any Guaranteed Secured Creditor repays the Borrower any Obligor pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Secured Creditors as contemplated in Section 5 17.05 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed ObligationsSecured Obligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the indebtedness of the either Borrower or any other Guaranteed Party whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower either Borrower, any other Guaranteed Party or any other party, (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the Borrowereither Borrower or any other Guaranteed Party, (e) the failure of the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty, (f) any payment made to any Guaranteed Secured Creditor on the indebtedness which any Guaranteed Secured Creditor repays the either Borrower or any other Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Secured Creditors as contemplated in Section 5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed ObligationsObligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the indebtedness of the Borrower Borrowers whether executed by such Guarantor, any the other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower Borrowers or any other party, (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by any of the BorrowerBorrowers, (e) the failure of the either Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty, (f) any payment made to any Guaranteed Creditor on the indebtedness which any Guaranteed Creditor repays any of the Borrower Borrowers pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Creditors as contemplated in Section 5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed ObligationsObligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any other guarantee guaranty of the indebtedness of the Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower or any other party, (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, (e) the failure of the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty, (f) any payment made to any Guaranteed Lender Creditor on the indebtedness which any Guaranteed Lender Creditor repays the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Lender Creditors as contemplated in Section 5 6 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the indebtedness of the Borrower or any other Guaranteed Party whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower Borrower, any other Guaranteed Party or any other party, (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerBorrower or any other Guaranteed Party, (e) the failure of the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty, (f) any payment made to any Guaranteed Secured Creditor on the indebtedness which any Guaranteed Secured Creditor repays the Borrower or any other Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Secured Creditors as contemplated in Section 5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed ObligationsObligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the indebtedness of the Borrower or any other Guaranteed Party whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower Borrower, any other Guaranteed Party or any other party, (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee guaranty or undertakingundertaking (other than any payment applied in satisfaction of the Guaranteed Obligations), (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerBorrower or any other Guaranteed Party, (e) the failure of the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty, (f) any payment made to any Guaranteed Secured Creditor on the indebtedness which any Guaranteed Secured Creditor repays the Borrower or any other Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Secured Creditors as contemplated in Section 5 hereof or hereof, (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed ObligationsObligations or of any security therefore and (i) any legal or equity defenses, including suretyship defenses.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the indebtedness of the Borrower or any other Guaranteed Party whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower Borrower, any other Guaranteed Party or any other party, (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, (c) any payment pay-ment on or in reduction of any such other guarantee guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerBorrower or any other Guaranteed Party, (e) the failure of the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty, (f) any payment made to any Guaranteed Secured Creditor on the indebtedness which any Guaranteed Secured Creditor repays the Borrower or any other Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium mxxx-torium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Secured Creditors as contemplated in Section 5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed ObligationsObligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the indebtedness of the Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower or by any other party, (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, (e) the failure of the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty, (f) any payment made to any Guaranteed Secured Creditor on the indebtedness which any Guaranteed Secured Creditor repays the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Secured Creditors as contemplated in Section 5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed ObligationsObligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the indebtedness of the Borrower Borrowers whether executed by such Guarantor, any other Guarantor, any other guarantor Guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower Borrowers, or any other party, (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, (c) any payment pay-ment on or in reduction of any such other guarantee guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the either Borrower, (e) the failure of the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty, (f) any payment made to any Guaranteed Secured Creditor on the indebtedness which any Guaranteed Secured Creditor repays the a Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium xxxx-torium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Secured Creditors as contemplated in Section 5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed ObligationsObligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee of the indebtedness of the Borrower or any other Guaranteed Party whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoeverwhatsoever (other than the Satisfaction of the Guaranteed Obligations), including, without limitation: (a) any direction as to application of payment by the Borrower Borrower, any other Guaranteed Party or any other party, (b) any other continuing or other guarantee, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerBorrower or any other Guaranteed Party, (e) the failure of the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this the Guarantee, (f) any payment made to any Guaranteed Secured Creditor on the indebtedness which any Guaranteed Secured Creditor repays the Borrower or any other Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Secured Creditors as contemplated in Section 5 1.5 hereof or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed ObligationsObligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the indebtedness of the Borrower Borrowers whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the any Borrower or any other party, ; (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, ; (c) any payment on or in reduction of any such other guarantee guaranty or undertaking, ; (d) any dissolution, termination or increase, decrease or change in personnel by the any Borrower, (e) the failure of the any Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty, (f) any payment made to any Guaranteed Secured Creditor on the indebtedness which any Guaranteed Secured Creditor repays the any Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, ; (g) any action or inaction by the Guaranteed Secured Creditors as contemplated in Section 5 hereof hereof, or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed ObligationsObligations or of any security therefor.

Liability of Guarantors Absolute. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guarantee guaranty of the indebtedness of the Borrower or any other Guaranteed Party whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower Borrower, any other Guaranteed Party or any other party, (b) any other continuing or other guaranteeguaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guarantee guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the BorrowerBorrower or any other Guaranteed Party, (e) the failure of the Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this GuaranteeGuaranty, (f) any payment made to any Guaranteed Creditor on the indebtedness which any Guaranteed Creditor repays the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Guaranteed Creditors as contemplated in Section 5 hereof or (hg) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed ObligationsObligations or of any security therefor.