Common use of Nature of Guaranty; Payments Clause in Contracts

Nature of Guaranty; Payments. This Guaranty is an absolute, unconditional, irrevocable and continuing guaranty of payment and not a guaranty of collection, and is wholly independent of and in addition to other rights and remedies of any Lender with respect to the Borrower, any collateral, any Cumulative Guarantor or otherwise, and it is not contingent upon the pursuit by any Lender of any such rights and remedies, such pursuit being hereby waived by each Guarantor. The obligations of each Guarantor hereunder shall be continuing and shall continue (irrespective of any statute of limitations otherwise applicable) and cover and include all the Liabilities of the Borrower accruing or in the process of GUARANTY AGREEMENT accruing to the Lenders before the Lenders deliver to the Guarantors a release of this Guaranty, which is in writing, refers specifically to this Guaranty, and is signed by a President, a Senior Vice President, or a Vice President of each Lender. Nothing shall discharge or satisfy the liability of any Guarantor hereunder except the full and irrevocable payment and performance of all of the Liabilities and the expiration or termination of all the Agreements. All payments to be made by the Guarantors hereunder shall be made without set-offs or counterclaim, and each Guarantor hereby waives the assertion of any such set-offs or counterclaims in any proceeding to enforce its obligations hereunder. All payments to be made by each Guarantor hereunder shall also be made without deduction or withholding for, or on account of, any present or future taxes or other similar charges of whatsoever nature, provided that if any Guarantor is nevertheless required by law to make any deduction or withholding, such Guarantor shall pay to the Lenders such additional amounts as may be necessary to ensure that the Lenders shall receive a net sum equal to the sum which it would have received had no such deduction or withholding been made. Each Guarantor agrees that, if at any time all or any part of any payment previously applied by any Lender to any of the Liabilities must be returned by such Lender for any reason, whether by court order, administrative order, or settlement and whether as a "voidable preference", "fraudulent conveyance" or otherwise, each Guarantor remains liable for the full amount returned as if such amount had never been received by such Lender, notwithstanding any termination of this Guaranty or any cancellation of any of the Agreements and the Liabilities and all obligations of each Guarantor hereunder shall be reinstated in such case.

Nature of Guaranty; Payments. This Guaranty is an absolute, unconditional, irrevocable and continuing guaranty of payment and not a guaranty of collection, and is wholly independent of and in addition to other rights and remedies of any Lender or Agent with respect to the any Subsidiary Borrower, any collateral, any Cumulative Guarantor other guarantor or otherwise, and it is not contingent upon the pursuit by any Lender or Agent of any such rights and remedies, such pursuit being hereby waived by each the Guarantor. The obligations of each the Guarantor hereunder shall be continuing and shall continue (irrespective regardless of any statute of limitations otherwise applicable) and cover and include all the Liabilities Guaranteed Obligations of the each Subsidiary Borrower accruing or in the process of GUARANTY AGREEMENT accruing to the Lenders or the Agents before the Lenders deliver Administrative Agent delivers to the Guarantors Guarantor a release of this Guaranty, which is in writing, refers specifically to this Guaranty, and is signed by a President, a Senior Vice President, or a Vice President senior vice president of each Lenderthe Administrative Agent. Nothing shall discharge or satisfy the liability of any the Guarantor hereunder except the full and irrevocable payment and performance of all of the Liabilities Guaranteed Obligations and the expiration or termination of all the AgreementsTransaction Documents. All payments to be made by the Guarantors Guarantor hereunder shall be made without set-offs set‑offs or counterclaim, and each the Guarantor hereby waives the assertion of any such set-offs or counterclaims in any proceeding to enforce its obligations hereunder. All payments to be made by each the Guarantor hereunder shall also be made without deduction or withholding for, or on account of, any present or future taxes or other similar charges of whatsoever nature, provided that if any the Guarantor is nevertheless required by law to make any deduction or withholding, such the Guarantor shall pay to the Lenders and the Agents such additional amounts as may be necessary to ensure that the Lenders and the Agents shall receive a net sum equal to the sum which it would have received had no such deduction or withholding been made. Each The Guarantor agrees that, if at any time all or any part of any payment previously applied by any Lender or Agent to any of the Liabilities Guaranteed Obligations must be returned by such Lender or Agent for any reason, whether by court order, administrative order, or settlement and whether as a "“voidable preference"”, "“fraudulent conveyance" ” or otherwise, each the Guarantor remains liable for the full amount returned as if such amount had never been received by such LenderLender or Agent, notwithstanding any termination of this Guaranty or any cancellation of any of the Agreements Transaction Documents, and the Liabilities Guaranteed Obligations and all obligations of each the Guarantor hereunder shall be reinstated in such case.

Nature of Guaranty; Payments. This Guaranty is an absolute, unconditional, irrevocable and continuing guaranty of payment and not a guaranty of collection, and is wholly independent of and in addition to other rights and remedies of any Lender Noteholder with respect to the BorrowerCompany, any collateral, any Cumulative Guarantor or otherwise, and it is not contingent upon the pursuit by any Lender Noteholder of any such rights and remedies, such pursuit being hereby waived by each Guarantor. The obligations of each Guarantor hereunder shall be continuing and shall continue (irrespective of any statute of limitations otherwise applicable) and cover and include all the Liabilities of the Borrower Company accruing or in the process of GUARANTY AGREEMENT accruing to the Lenders Noteholders before the Lenders Noteholders deliver to the Guarantors a release of this Guaranty, which is in writing, refers specifically to this Guaranty, and is signed by a President, a Senior Vice Vice-President, or a Vice Vice-President of each LenderNoteholder. Nothing shall discharge or satisfy the liability of any Guarantor hereunder except the full and irrevocable payment and performance of all of the Liabilities and the expiration or termination of all the Note Agreements. All payments to be made by the Guarantors hereunder shall be made without set-offs off or counterclaim, and each Guarantor hereby waives the assertion of any such set-offs off or counterclaims counterclaim in any proceeding to enforce its obligations hereunder. All payments to be made by each Guarantor hereunder shall also be made without deduction or withholding for, or on account of, any present or future taxes or other similar charges of whatsoever nature, provided that if any Guarantor is nevertheless required by law to make any deduction or withholding, such Guarantor shall pay to the Lenders Noteholders such additional amounts as may be necessary to ensure that the Lenders Noteholders shall receive a net sum equal to the sum which it would have received had no such deduction or withholding been made. Each Guarantor agrees that, if at any time all or any part of any payment previously applied by any Lender Noteholder to any of the Liabilities must be returned by such Lender Noteholder for any reason, whether by court order, administrative order, or settlement and whether as a "voidable preference", "fraudulent conveyance" or otherwise, each Guarantor remains liable for the full amount returned as if such amount had never been received by such LenderNoteholder, notwithstanding any termination of this Guaranty or any cancellation of any of the Note Agreements and the Liabilities and all obligations of each Guarantor hereunder shall be reinstated in such case.

Nature of Guaranty; Payments. This Guaranty is an absolute, unconditional, irrevocable and continuing guaranty of payment and not a guaranty of collection, and is wholly independent of and in addition to other rights and remedies of any Lender Noteholder with respect to the BorrowerCompany, any collateral, any Cumulative Guarantor or otherwise, and it is not contingent upon the pursuit by any Lender Noteholder of any such rights and remedies, such pursuit being hereby waived by each Guarantor. The Except for termination or release of a Guarantor’s obligations of each Guarantor hereunder shall be continuing as provided in Section 20 and shall continue (irrespective of any statute of limitations otherwise applicable) and cover and include all the Liabilities of the Borrower accruing or in the process of GUARANTY AGREEMENT accruing subject to the Lenders before the Lenders deliver to the Guarantors a release provisions of this GuarantySection 14, which is in writing, refers specifically to this Guaranty, and is signed by a President, a Senior Vice President, or a Vice President of each Lender. Nothing nothing shall discharge or satisfy the liability of any Guarantor hereunder except the full and irrevocable payment and performance of all of the Liabilities Guaranteed Obligations and the expiration or termination of all the AgreementsNote Purchase Agreement (other than those provisions of the Note Purchase Agreement that by their terms survive termination). All payments to be made by the Guarantors hereunder shall be made without set-offs off or counterclaim, and each Guarantor hereby waives the assertion of any such set-offs off or counterclaims counterclaim in any proceeding to enforce its obligations hereunder. All payments to be made by each Guarantor hereunder shall also be made without deduction or withholding for, or on account of, any present or future taxes or other similar charges of whatsoever nature, excluding any Excluded Taxes; provided that if any Guarantor is nevertheless required by law to make any deduction or withholdingwithholding for any such taxes or other similar charges (but excluding any deduction or withholding for, or on account of, any Excluded Taxes), such Guarantor shall pay to the Lenders Noteholders such additional amounts as may be necessary to ensure that the Lenders Noteholders shall receive a net sum equal to the sum which it would have received had no such deduction or withholding been made. Each Guarantor agrees that, if at any time all or any part of any payment previously applied by any Lender Noteholder to any of the Liabilities Guaranteed Obligations must be returned by such Lender Noteholder for any reason, whether by court order, administrative order, or settlement and whether as a "“voidable preference"”, "“fraudulent conveyance" ” or otherwiseotherwise (except as a result of any overpayment by or on behalf of the Company of the amount purported to be owed), each Guarantor remains liable for the full amount returned as if such amount had never been received by such LenderNoteholder, notwithstanding any termination of this Guaranty or any cancellation of any of the Agreements Transaction Documents and the Liabilities Guaranteed Obligations and all obligations of each Guarantor hereunder shall be reinstated in such case.. (to Note Purchase Agreement)

Nature of Guaranty; Payments. This Guaranty is an absolute, unconditional, irrevocable and continuing guaranty of payment and not a guaranty of collection, and is wholly independent of and in addition to other rights and remedies of any Lender Noteholder with respect to the BorrowerCompany, any collateral, any Cumulative Guarantor or otherwise, and it is not contingent upon the pursuit by any Lender Noteholder of any such rights and remedies, such pursuit being hereby waived by each Guarantor. The obligations of each Guarantor hereunder shall be continuing and shall continue (irrespective of any statute of limitations otherwise applicable) and cover and include all the Liabilities of the Borrower Company accruing or in the process of GUARANTY AGREEMENT accruing to the Lenders Noteholders before the Lenders Noteholders deliver to the Guarantors a release of this Guaranty, which is in writing, refers specifically to this Guaranty, and is signed by a President, a Senior Vice Vice-President, or a Vice Vice-President of each LenderNoteholder. Nothing shall discharge or satisfy the liability of any Guarantor hereunder except the full and irrevocable payment and performance of all of the Liabilities and the expiration or termination of all the AgreementsNote Agreement. All payments to be made by the Guarantors hereunder shall be made without set-offs off or counterclaim, and each Guarantor hereby waives the assertion of any such set-offs off or counterclaims counterclaim in any proceeding to enforce its obligations hereunder. All payments to be made by each Guarantor hereunder shall also be made without deduction or withholding for, or on account of, any present or future taxes or other similar charges of whatsoever nature, provided that if any Guarantor is nevertheless required by law to make any deduction or withholding, such Guarantor shall pay to the Lenders Noteholders such additional amounts as may be necessary to ensure that the Lenders Noteholders shall receive a net sum equal to the sum which it would have received had no such deduction or withholding been made. Each Guarantor agrees that, if at any time all or any part of any payment previously applied by any Lender Noteholder to any of the Liabilities must be returned by such Lender Noteholder for any reason, whether by court order, administrative order, or settlement and whether as a "“voidable preference"”, "“fraudulent conveyance" ” or otherwise, each Guarantor remains liable for the full amount returned as if such amount had never been received by such LenderNoteholder, notwithstanding any termination of this Guaranty or any cancellation of any of the Agreements Note Agreement and the Liabilities and all obligations of each Guarantor hereunder shall be reinstated in such case.

Nature of Guaranty; Payments. This Guaranty is an absolute, unconditional, irrevocable and continuing guaranty of payment and not a guaranty of collection, and is wholly independent of and in addition to other rights and remedies of any Lender or the Administrative Agent with respect to the any Borrower, any collateral, any Cumulative Guarantor or otherwise, and it is not contingent upon the pursuit by any Lender or the Administrative Agent of any such rights and remedies, such pursuit being hereby waived by each Guarantor. The obligations of each Guarantor hereunder shall be continuing and shall continue (irrespective regardless of any statute of limitations otherwise applicable) and cover and include all the Liabilities Guaranteed Obligations of the each Borrower accruing or in the process of GUARANTY AGREEMENT accruing to the Lenders or the Administrative Agent before the Lenders deliver Administrative Agent delivers to the Guarantors a release of this Guaranty, which is in writing, writing and refers specifically to this Guaranty, Guaranty (or is a general release given in connection with termination of the Credit Agreement and is signed by a President, a Senior Vice President, or a Vice President of each Lenderpayment in full thereof). Nothing shall discharge or satisfy the liability of any Guarantor hereunder except such a release or the full and irrevocable payment and performance of all of the Liabilities Guaranteed Obligations and the expiration or termination of all the Agreements. All payments to be made by the Guarantors hereunder shall be made without set-offs or counterclaim, and each Guarantor hereby waives the assertion of any such set-offs or counterclaims in any proceeding to enforce its obligations hereunder. All payments to be made by each Guarantor hereunder shall also be made without deduction or withholding for, or on account of, any present or future taxes or other similar charges governed by the provisions of whatsoever nature, provided that Section 3.4 of the Credit Agreement as if any Guarantor is nevertheless required payments by law to make any deduction or withholding, such Guarantor shall pay to the Lenders such additional amounts as may be necessary to ensure that the Lenders shall receive a net sum equal to the sum which it would have received had no such deduction or withholding been madeBorrower thereunder. Each Guarantor agrees that, if at any time all or any part of any payment previously applied by any Lender or the Administrative Agent to any of the Liabilities Guaranteed Obligations must be returned by such Lender or the Administrative Agent for any reason, whether by court order, administrative order, or settlement and whether as a "voidable preference", "fraudulent conveyance" or otherwise, each Guarantor remains liable for the full amount returned as if such amount had never been received by such LenderLender or the Administrative Agent, notwithstanding any termination of this Guaranty or any cancellation of any of the Agreements and the Liabilities Guaranteed Obligations and all obligations of each Guarantor hereunder shall be reinstated in such case.

Nature of Guaranty; Payments. This Guaranty is an absolute, unconditional, irrevocable and continuing guaranty of payment and not a guaranty of collection, and is wholly independent of and in addition to other rights and remedies of any Lender Creditor with respect to the any Borrower, any collateral, any Cumulative Guarantor or otherwise, and it is not contingent upon the pursuit by any Lender Creditor of any such rights and remedies, such pursuit being hereby waived by each Guarantor. The Except for termination or release of a Guarantor’s obligations of each Guarantor hereunder shall be continuing as provided in Section 21 and shall continue (irrespective of any statute of limitations otherwise applicable) and cover and include all the Liabilities of the Borrower accruing or in the process of GUARANTY AGREEMENT accruing subject to the Lenders before the Lenders deliver to the Guarantors a release provisions of this GuarantySection 14, which is in writing, refers specifically to this Guaranty, and is signed by a President, a Senior Vice President, or a Vice President of each Lender. Nothing nothing shall discharge or satisfy the liability of any Guarantor hereunder except the full and irrevocable payment and performance of all of the Liabilities and the expiration or termination of all the AgreementsGuaranteed Obligations. All payments to be made by the Guarantors hereunder shall be made without set-offs off or counterclaim, and each Guarantor hereby waives the assertion of any such set-offs off or counterclaims counterclaim in any proceeding to enforce its obligations hereunder. All Section 2.17 of the Credit Agreement shall be applicable, mutatis mutandis, to all payments required to be made by each Guarantor hereunder shall also be made without deduction or withholding for, or on account of, any present or future taxes or other similar charges of whatsoever nature, provided that if any Guarantor is nevertheless required by law to make any deduction or withholding, such Guarantor shall pay to the Lenders such additional amounts as may be necessary to ensure that the Lenders shall receive a net sum equal to the sum which it would have received had no such deduction or withholding been madeunder this Guaranty. Each Guarantor agrees that, if at any time all or any part of any payment previously applied by any Lender Creditor to any of the Liabilities Guaranteed Obligations must be returned by such Lender Creditor for any reason, whether by court order, administrative order, or settlement and whether as a "“voidable preference"”, "“fraudulent conveyance" ” or otherwiseotherwise (except as a result of any overpayment by the Borrower of the amount purported to be owed), each Guarantor remains liable for the full amount returned as if such amount had never been received by such LenderCreditor, notwithstanding any termination of this Guaranty or any cancellation of any of the Agreements Loan Documents and the Liabilities Guaranteed Obligations and all obligations of each Guarantor hereunder shall be reinstated in such case.

Nature of Guaranty; Payments. This Guaranty is an absolute, unconditional, irrevocable and continuing guaranty of payment and not a guaranty of collection, and is wholly independent of and in addition to other rights and remedies of any Lender or Agent with respect to the any Subsidiary Borrower, any collateral, any Cumulative Guarantor other guarantor or otherwise, and it is not contingent upon the pursuit by any Lender or Agent of any such rights and remedies, such pursuit being hereby waived by each the Guarantor. The obligations of each the Guarantor hereunder shall be continuing and shall continue (irrespective regardless of any statute of limitations otherwise applicable) and cover and include all the Liabilities Guaranteed Obligations of the each Subsidiary Borrower accruing or in the process of GUARANTY AGREEMENT accruing to the Lenders or the Agents before the Lenders deliver Administrative Agent delivers to the Guarantors Guarantor a release of this Guaranty, which is in writing, refers specifically to this Guaranty, and is signed by a President, a Senior Vice President, or a Vice President senior vice president of each Lenderthe Administrative Agent. Nothing shall discharge or satisfy the liability of any the Guarantor hereunder except the full and irrevocable payment and performance of all of the Liabilities Guaranteed Obligations and the expiration or termination of all the AgreementsTransaction Documents. All payments to be made by the Guarantors Guarantor hereunder shall be made without set-offs or counterclaim, and each the Guarantor hereby waives the assertion of any such set-offs or counterclaims in any proceeding to enforce its obligations hereunder. All payments to be made by each the Guarantor hereunder shall also be made without deduction or withholding for, or on account of, any present or future taxes or other similar charges of whatsoever nature, provided that if any the Guarantor is nevertheless required by law to make any deduction or withholding, such the Guarantor shall pay to the Lenders and the Agents such additional amounts as may be necessary to ensure that the Lenders and the Agents shall receive a net sum equal to the sum which it would have received had no such deduction or withholding been made. Each The Guarantor agrees that, if at any time all or any part of any payment previously applied by any Lender or Agent to any of the Liabilities Guaranteed Obligations must be returned by such Lender or Agent for any reason, whether by court order, administrative order, or settlement and whether as a "“voidable preference"”, "“fraudulent conveyance" ” or otherwise, each the Guarantor remains liable for the full amount returned as if such amount had never been received by such LenderLender or Agent, notwithstanding any termination of this Guaranty or any cancellation of any of the Agreements Transaction Documents, and the Liabilities Guaranteed Obligations and all obligations of each the Guarantor hereunder shall be reinstated in such case.

Nature of Guaranty; Payments. This Guaranty is an absolute, unconditional, irrevocable and continuing guaranty of payment and not a guaranty of collection, and is wholly independent of and in addition to other rights and remedies of any Lender or the Administrative Agent with respect to the any Borrower, any collateral, any Cumulative Guarantor or otherwise, and it is not contingent upon the pursuit by any Lender or the Administrative Agent of any such rights and remedies, such pursuit being hereby waived by each Guarantor. The obligations of each Guarantor hereunder shall be continuing and shall continue (irrespective regardless of any statute of limitations otherwise applicable) and cover and include all the Liabilities Guaranteed Obligations of the each Borrower accruing or in the process of GUARANTY AGREEMENT accruing to the Lenders or the Administrative Agent before the Lenders deliver Administrative Agent delivers to the Guarantors a release of this Guaranty, which is in writing, writing and refers specifically to this Guaranty, Guaranty (or is a general release given in connection with termination of the Credit Agreement and is signed by a President, a Senior Vice President, or a Vice President of each Lenderpayment in full thereof). Nothing shall discharge or satisfy the liability of any Guarantor hereunder except such a release or the full and irrevocable payment and performance of all of the Liabilities Guaranteed Obligations and the expiration or termination of all the Agreements. All payments to be made by the Guarantors hereunder shall be made without set-offs or counterclaim, and each Guarantor hereby waives the assertion of any such set-offs or counterclaims in any proceeding to enforce its obligations hereunder. All payments to be made by each Guarantor hereunder shall also be made without deduction or withholding for, or on account of, any present or future taxes or other similar charges governed by the provisions of whatsoever nature, provided that Section 3.4 of the Credit Agreement as if any Guarantor is nevertheless required payments by law to make any deduction or withholding, such Guarantor shall pay to the Lenders such additional amounts as may be necessary to ensure that the Lenders shall receive a net sum equal to the sum which it would have received had no such deduction or withholding been madeBorrower thereunder. Each Guarantor agrees that, if at any time all or any part of any payment previously applied by any Lender or the Administrative Agent to any of the Liabilities Guaranteed Obligations must be returned by such Lender or the Administrative Agent for any reason, whether by court order, administrative order, or settlement and whether as a "“voidable preference"”, "“fraudulent conveyance" ” or otherwise, each Guarantor remains liable for the full amount returned as if such amount had never been received by such LenderLender or the Administrative Agent, notwithstanding any termination of this Guaranty or any cancellation of any of the Agreements and the Liabilities Guaranteed Obligations and all obligations of each Guarantor hereunder shall be reinstated in such case.

Nature of Guaranty; Payments. This Guaranty is an absolute, unconditional, irrevocable and continuing guaranty of payment and not a guaranty of collection, and is wholly independent of and in addition to other rights and remedies of any Lender with respect to the any Borrower, any collateral, any Cumulative Guarantor or otherwise, and it is not contingent upon the pursuit by any Lender of any such rights and remedies, such pursuit being hereby waived by each Guarantor. The obligations of each Guarantor hereunder shall be continuing and shall continue (irrespective of any statute of limitations otherwise applicable) and cover and include all the Liabilities of the Borrower Borrowers accruing or in the process of GUARANTY AGREEMENT accruing to the Lenders before the Lenders deliver to the Guarantors a release of this Guaranty, which is in writing, refers specifically to this Guaranty, and is signed by a President, a Senior Vice President, or a Vice President of each Lender. Nothing shall discharge or satisfy the liability of any Guarantor hereunder except the full and irrevocable payment and performance of all of the Liabilities and the expiration or termination of all the Agreements. All payments to be made by the Guarantors hereunder shall be made without set-offs or counterclaim, and each Guarantor hereby waives the assertion of any such set-offs or counterclaims in any proceeding to enforce its obligations hereunder. All payments to be made by each Guarantor hereunder shall also be made without deduction or withholding for, or on account of, any present or future taxes or other similar charges of whatsoever nature, provided that if any Guarantor is nevertheless required by law to make any deduction or withholding, such Guarantor shall pay to the Lenders such additional amounts as may be necessary to ensure that the Lenders shall receive a net sum equal to the sum which it would have received had no such deduction or withholding been made. Each Guarantor agrees that, if at any time all or any part of any payment previously applied by any Lender to any of the Liabilities must be returned by such Lender for any reason, whether by court order, administrative order, or settlement and whether as a "voidable preference", "fraudulent conveyance" or otherwise, each Guarantor remains liable for the full amount returned as if such amount had GUARANTY AGREEMENT never been received by such Lender, notwithstanding any termination of this Guaranty or any cancellation of any of the Agreements and the Liabilities and all obligations of each Guarantor hereunder shall be reinstated in such case.

Nature of Guaranty; Payments. This Guaranty is an absolute, unconditional, irrevocable and continuing guaranty of payment and not a guaranty of collection, and is wholly independent of and in addition to other rights and remedies of any Lender or the Administrative Agent with respect to the any Borrower, any collateral, any Cumulative Guarantor or otherwise, and it is not contingent upon the pursuit by any Lender or the Administrative Agent of any such rights and remedies, such pursuit being hereby waived by each Guarantor. The obligations of each Guarantor hereunder shall be continuing and shall continue (irrespective regardless of any statute of limitations otherwise applicable) and cover and include all the Liabilities Guaranteed Obligations of the each Borrower accruing or in the process of GUARANTY AGREEMENT accruing to the Lenders or the Administrative Agent before the Lenders deliver Administrative Agent delivers to the Guarantors a release of this Guaranty, which is in writing, refers specifically to this GuarantyGuaranty (or is a general release given in connection with termination of the Credit Agreement and payment in full thereof), and is signed by a President, a Senior Vice President, or a Vice President of each Lenderthe Administrative Agent. Nothing shall discharge or satisfy the liability of any Guarantor hereunder except such a release or the full and irrevocable payment and performance of all of the Liabilities Guaranteed Obligations and the expiration or termination of all the Agreements. All payments to be made by the Guarantors hereunder shall be made without set-offs or counterclaim, and each Guarantor hereby waives the assertion of any such set-offs or counterclaims in any proceeding to enforce its obligations hereunder. All payments to be made by each Guarantor hereunder shall also be made without deduction or withholding for, or on account of, any present or future taxes or other similar charges governed by the provisions of whatsoever nature, provided that Section 3.6 of the Credit Agreement as if any Guarantor is nevertheless required payments by law to make any deduction or withholding, such Guarantor shall pay to the Lenders such additional amounts as may be necessary to ensure that the Lenders shall receive a net sum equal to the sum which it would have received had no such deduction or withholding been madeBorrower thereunder. Each Guarantor agrees that, if at any time all or any part of any payment previously applied by any Lender or the Administrative Agent to any of the Liabilities Guaranteed Obligations must be returned by such Lender or the Administrative Agent for any reason, whether by court order, administrative order, or settlement and whether as a "“voidable preference"”, "“fraudulent conveyance" ” or otherwise, each Guarantor remains liable for the full amount returned as if such amount had never been received by such LenderLender or the Administrative Agent, notwithstanding any termination of this Guaranty or any cancellation of any of the Agreements and the Liabilities Guaranteed Obligations and all obligations of each Guarantor hereunder shall be reinstated in such case.

Nature of Guaranty; Payments. This Guaranty is an absolute, unconditional, irrevocable and continuing guaranty of payment and not a guaranty of collection, and is wholly independent of and in addition to other rights and remedies of any Lender or the Agent with respect to the any Borrower, any collateral, any Cumulative Guarantor or otherwise, and it is not contingent upon the pursuit by any Lender or the Agent of any such rights and remedies, such pursuit being hereby waived by each Guarantor. The obligations of each Guarantor hereunder shall be continuing and shall continue (irrespective regardless of any statute of GUARANTY AGREEMENT 92 limitations otherwise applicable) and cover and include all the Liabilities Guaranteed Obligations of the each Borrower accruing or in the process of GUARANTY AGREEMENT accruing to the Lenders or the Agent before the Lenders deliver Agent delivers to the Guarantors a release of this Guaranty, which is in writing, refers specifically to this Guaranty, and is signed by a President, a Senior Vice President, or a Vice President of each Lenderthe Agent. Nothing shall discharge or satisfy the liability of any Guarantor hereunder except the full and irrevocable payment and performance of all of the Liabilities Guaranteed Obligations and the expiration or termination of all the Agreements. All payments to be made by the Guarantors hereunder shall be made without set-offs or counterclaim, and each Guarantor hereby waives the assertion of any such set-offs or counterclaims in any proceeding to enforce its obligations hereunder. All payments to be made by each Guarantor hereunder shall also be made without deduction or withholding for, or on account of, any present or future taxes or other similar charges of whatsoever nature, provided that if any Guarantor is nevertheless required by law to make any deduction or withholding, such Guarantor shall pay to the Lenders and the Agent such additional amounts as may be necessary to ensure that the Lenders and the Agent shall receive a net sum equal to the sum which it would have received had no such deduction or withholding been made. Each Guarantor agrees that, if at any time all or any part of any payment previously applied by any Lender or the Agent to any of the Liabilities Guaranteed Obligations must be returned by such Lender or the Agent for any reason, whether by court order, administrative order, or settlement and whether as a "voidable preference", "fraudulent conveyance" or otherwise, each Guarantor remains liable for the full amount returned as if such amount had never been received by such LenderLender or the Agent, notwithstanding any termination of this Guaranty or any cancellation of any of the Agreements and the Liabilities Guaranteed Obligations and all obligations of each Guarantor hereunder shall be reinstated in such case.

Nature of Guaranty; Payments. This Guaranty is an absolute, unconditional, irrevocable and continuing guaranty of payment and not a guaranty of collection, and is wholly independent of and in addition to other rights and remedies of any Lender Obligation Holder with respect to the any Borrower, any collateral, any Cumulative Guarantor or otherwise, and it is not contingent upon the pursuit by any Lender Obligation Holder of any such rights and remedies, such pursuit being hereby waived by each Guarantor. The obligations of each Guarantor hereunder shall be continuing and shall continue (irrespective of any statute of limitations otherwise applicable) and cover and include all the Liabilities Guaranteed Obligations of the Borrower Borrowers accruing or in the process of GUARANTY AGREEMENT accruing to the Lenders Obligation Holders before the Lenders Obligation Holders deliver to the Guarantors a release of this Guaranty, which is in writing, refers specifically to this Guaranty, and is signed by a President, a Senior Vice President, or a Vice President of each LenderObligation Holder. Nothing shall discharge or satisfy the liability of any Guarantor hereunder except the full and irrevocable payment and performance of all of the Liabilities Guaranteed Obligations and the expiration or termination of all the AgreementsLoan Documents, and each Guarantor waives any right to terminate this Guaranty prior thereto. All payments to be made by the Guarantors hereunder shall be made without set-offs or counterclaim, and each Guarantor hereby waives the assertion of any such set-offs or counterclaims in any proceeding to enforce its obligations hereunder. All payments to be made by each Guarantor hereunder shall also be made without deduction or withholding for, or on account of, any present or future taxes or other similar charges of whatsoever nature, provided that if any Guarantor is nevertheless required by law to make any deduction or withholding, such Guarantor shall pay to the Lenders Obligation Holders such additional amounts as may be necessary to ensure that the Lenders Obligation Holders shall receive a net sum equal to the sum which it would have received had no such deduction or withholding been made. Each Guarantor agrees that, if at any time all or any part of any payment previously applied by any Lender Obligation Holder to any of the Liabilities Guaranteed Obligations must be returned by such Lender Obligation Holder for any reason, whether by court order, administrative order, or settlement and whether as a "voidable preference", "fraudulent conveyance" or otherwise, each Guarantor remains liable for the full amount returned as if such amount had never been received by such LenderObligation Holder, notwithstanding any termination of this Guaranty or any cancellation of any of the Agreements Loan Documents and the Liabilities Guaranteed Obligations and all obligations of each Guarantor hereunder shall be reinstated in such case.

Nature of Guaranty; Payments. This Guaranty is an absolute, unconditional, irrevocable and continuing guaranty of payment and not a guaranty of collection, and is wholly independent of and in addition to other rights and remedies of any Lender or the Agent with respect to the Borrower, any collateral, any Cumulative Guarantor or otherwise, and it is not contingent upon the pursuit by any Lender or the Agent of any such rights and remedies, such pursuit being hereby waived by each Guarantor. The obligations of each Guarantor hereunder shall be continuing and shall continue (irrespective regardless of any statute of limitations otherwise applicable) and cover and include all the Liabilities Guaranteed Obligations of the Borrower accruing or in the process of GUARANTY AGREEMENT accruing to the Lenders or the Agent before the Lenders deliver Agent delivers to the Guarantors a release of this Guaranty, which is in writing, refers specifically to this Guaranty, and is signed by a President, a Senior Vice President, or a Vice President of each Lenderthe Agent. Nothing shall discharge or satisfy Table of Contents the liability of any Guarantor hereunder except the full and irrevocable payment and performance of all of the Liabilities Guaranteed Obligations and the expiration or termination of all the Agreements. All payments to be made by the Guarantors hereunder shall be made without set-offs or counterclaim, and each Guarantor hereby waives the assertion of any such set-offs or counterclaims in any proceeding to enforce its obligations hereunder. All payments to be made by each Guarantor hereunder shall also be made without deduction or withholding for, or on account of, any present or future taxes or other similar charges of whatsoever nature, provided that if any Guarantor is nevertheless required by law to make any deduction or withholding, such Guarantor shall pay to the Lenders and the Agent such additional amounts as may be necessary to ensure that the Lenders and the Agent shall receive a net sum equal to the sum which it would have received had no such deduction or withholding been made. Each Guarantor agrees that, if at any time all or any part of any payment previously applied by any Lender or the Agent to any of the Liabilities Guaranteed Obligations must be returned by such Lender or the Agent for any reason, whether by court order, administrative order, or settlement and whether as a "“voidable preference"”, "“fraudulent conveyance" ” or otherwise, each Guarantor remains liable for the full amount returned as if such amount had never been received by such LenderLender or the Agent, notwithstanding any termination of this Guaranty or any cancellation of any of the Agreements and the Liabilities Guaranteed Obligations and all obligations of each Guarantor hereunder shall be reinstated in such case.

Nature of Guaranty; Payments. This Guaranty is an absolute, unconditional, irrevocable and continuing guaranty of payment and not a guaranty of collection, and is wholly independent of and in addition to other rights and remedies of any Lender or the Agent with respect to the any Borrower, any collateral, any Cumulative Guarantor or otherwise, and it is not contingent upon the pursuit by any Lender or the Agent of any such rights and remedies, such pursuit being hereby waived by each Guarantor. The obligations of each Guarantor hereunder shall be continuing and shall continue (irrespective regardless of any statute of limitations otherwise applicable) and cover and include all the Liabilities Guaranteed Obligations of the each Borrower accruing or in the process of GUARANTY AGREEMENT accruing to the Lenders or the Agent before the Lenders deliver Agent delivers to the Guarantors a release of this Guaranty, which is in writing, refers specifically to this Guaranty, and is signed by a President, a Senior Vice President, or a Vice President of each Lenderthe Agent. Nothing shall discharge or satisfy the liability of any Guarantor hereunder except the full and irrevocable payment and performance of all of the Liabilities Guaranteed Obligations and the expiration or termination of all the Agreements. All payments to be made by the Guarantors hereunder shall be made without set-offs or counterclaim, and each Guarantor hereby waives the assertion of any such set-offs or counterclaims in any proceeding to enforce its obligations hereunder. All payments to be made by each Guarantor hereunder shall also be made without deduction or withholding for, or on account of, any present or future taxes or other similar charges of whatsoever nature, provided that if any Guarantor is nevertheless required by law to make any deduction or withholding, such Guarantor shall pay to the Lenders and the Agent such additional amounts as may be necessary to ensure that the Lenders and the Agent shall receive a net sum equal to the sum which it would have received had no such deduction or withholding been made. Each Guarantor agrees that, if at any time all or any part of any payment previously applied by any Lender or the Agent to any of the Liabilities Guaranteed Obligations must be returned by such Lender or the Agent for any reason, whether by court order, administrative order, or settlement and whether as a "voidable preference", "fraudulent conveyance" or otherwise, each Guarantor remains liable for the full amount returned as if such amount had never been received by such LenderLender or the Agent, notwithstanding any termination of this Guaranty or any cancellation of any of the Agreements and the Liabilities Guaranteed Obligations and all obligations of each Guarantor hereunder shall be reinstated in such case.

Nature of Guaranty; Payments. This Guaranty is an absolute, unconditional, irrevocable and continuing guaranty of payment and not a guaranty of collection, and is wholly independent of and in addition to other rights and remedies of any Lender Noteholder with respect to the BorrowerCompany, any collateral, any Cumulative Guarantor or otherwise, and it is not contingent upon the pursuit by any Lender Noteholder of any such rights and remedies, such pursuit being hereby waived by each Guarantor. The Except for termination or release of a Guarantor’s obligations of each Guarantor hereunder shall be continuing as provided in Section 20 and shall continue (irrespective of any statute of limitations otherwise applicable) and cover and include all the Liabilities of the Borrower accruing or in the process of GUARANTY AGREEMENT accruing subject to the Lenders before the Lenders deliver to the Guarantors a release provisions of this GuarantySection 14, which is in writing, refers specifically to this Guaranty, and is signed by a President, a Senior Vice President, or a Vice President of each Lender. Nothing nothing shall discharge or satisfy the liability of any Guarantor hereunder except the full and irrevocable payment and performance of all of the Liabilities Guaranteed Obligations and the expiration or termination of all the AgreementsNote Purchase Agreement (other than those provisions of the Note Purchase Agreement that by their terms survive termination). All payments to be made by the Guarantors hereunder shall be made without set-offs off or counterclaim, and each Guarantor hereby waives the assertion of any such set-offs off or counterclaims counterclaim in any proceeding to enforce its obligations hereunder. All payments to be made by each Guarantor hereunder shall also be made without deduction or withholding for, or on account of, any present or future taxes or other similar charges of whatsoever nature, excluding any Excluded Taxes; provided that if any Guarantor is nevertheless required by law to make any deduction or withholdingwithholding for any such taxes or other similar charges (but excluding any deduction or withholding for, or on account of, any Excluded Taxes), such Guarantor shall pay to the Lenders Noteholders such additional amounts as may be necessary to ensure that the Lenders Noteholders shall receive a net sum equal to the sum which it would have received had no such deduction or withholding been made. Each Guarantor agrees that, if at any time all or any part of any payment previously applied by any Lender Noteholder to any of the Liabilities Guaranteed Obligations must be returned by such Lender Noteholder for any reason, whether by court order, administrative order, or settlement and whether as a "“voidable preference"”, "“fraudulent conveyance" ” or otherwiseotherwise (except as a result of any overpayment by or on behalf of the Company of the amount purported to be owed), each Guarantor remains liable for the full amount returned as if such amount had never been received by such LenderNoteholder, notwithstanding any termination of this Guaranty or any cancellation of any of the Agreements Transaction Documents and the Liabilities Guaranteed Obligations and all obligations of each Guarantor hereunder shall be reinstated in such case.. Exhibit 9.8 (to Note Purchase Agreement)

Nature of Guaranty; Payments. This Guaranty is an absolute, unconditional, irrevocable and continuing guaranty of payment and not a guaranty of collection, and is wholly independent of and in addition to other rights and remedies of any Lender Obligation Holder with respect to the any Borrower, any collateral, any Cumulative Guarantor or otherwise, and it is not contingent upon the pursuit by any Lender Obligation Holder of any such rights and remedies, such pursuit being hereby waived by each Guarantor. The obligations of each Guarantor hereunder shall be continuing and shall continue (irrespective of any statute of limitations otherwise applicable) and cover and include all the Liabilities Guaranteed Obligations of the Borrower Borrowers accruing or in the process of GUARANTY AGREEMENT accruing to the Lenders Obligation Holders before the Lenders Obligation Holders deliver to the Guarantors a release of this Guaranty, which is in writing, refers specifically to this Guaranty, and is signed by a President, a Senior Vice President, or a Vice President of each LenderObligation Holder. Nothing shall discharge or satisfy the liability of any Guarantor hereunder except the full and irrevocable payment and performance of all of the Liabilities Guaranteed Obligations and the expiration or termination of all the AgreementsLoan Documents. All payments to be made by the Guarantors hereunder shall be made without set-offs or counterclaim, and each Guarantor hereby waives the assertion of any such set-offs or counterclaims in any proceeding to enforce its obligations hereunder. All payments to be made by each Guarantor hereunder shall also be made without deduction or withholding for, or on account of, any present or future taxes or other similar charges of whatsoever nature, provided that if any Guarantor is nevertheless required by law to make any deduction or withholding, such Guarantor shall pay to the Lenders Obligation Holders such additional amounts as may be necessary to ensure that the Lenders Obligation Holders shall receive a net sum equal to the sum which it would have received had no such deduction or withholding been made. Each Guarantor agrees that, if at any time all or any part of any payment previously applied by any Lender Obligation Holder to any of the Liabilities Guaranteed Obligations must be returned by such Lender Obligation Holder for any reason, whether by court order, administrative order, or settlement and whether as a "voidable preference", "fraudulent conveyance" or otherwise, each Guarantor remains liable for the full amount returned as if such amount had never been received by such LenderObligation Holder, notwithstanding any termination of this Guaranty or any cancellation of any of the Agreements Loan Documents and the Liabilities Guaranteed Obligations and all obligations of each Guarantor hereunder shall be reinstated in such case.