Common use of Unconditional Obligations Clause in Contracts

Unconditional Obligations. The obligations of the Pledgors hereunder ------------------------- are absolute and unconditional, without regard to any circumstance of any nature whatsoever that constitutes or might constitute an equitable or legal discharge of the Company or any Pledgor of any of its respective obligations under the Credit Documents, in bankruptcy or in any other instance. To the extent permitted by applicable law, each Pledgor hereby waives diligence, presentment, protest, demand for payment and notice of default or non-payment to or upon the Company or itself with respect to any amounts due under the Credit Agreement or any other Credit Document. Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights by or against such Pledgor and without notice to or further assent by or against such Pledgor, any demand for payment of any amount due pursuant to the Credit Agreement or the other Credit Documents may be rescinded by the Secured Parties, or any of the loans or other extensions of credit thereunder continued or such amounts, or the liability of any other Person upon or for any part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Secured Parties, or the Credit Agreement, the Notes or any other Credit Documents or any other document executed in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Secured Parties may deem advisable from time to time, or any collateral security or guaranty or right of offset at any time held by the Secured Parties for the payment of such amounts may be sold, exchanged, waived, surrendered or released; provided, that no such amendment shall -------- increase, accelerate, modify or otherwise alter any obligations of any Pledgor hereunder in any respect without such Pledgor's consent.

Unconditional Obligations. This is a guaranty of payment and not of collection. The obligations Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the Pledgors hereunder ------------------------- are absolute and unconditionalvalidity, without regard to any circumstance of any nature whatsoever that constitutes legality or might constitute an equitable or legal discharge enforceability of the Company or any Pledgor of any of its respective obligations under the Credit Documents, in bankruptcy or in any other instance. To the extent permitted by applicable law, each Pledgor hereby waives diligence, presentment, protest, demand for payment and notice of default or non-payment to or upon the Company or itself with respect to any amounts due under the Credit Agreement or any other Credit Document. Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights by or against such Pledgor and without notice to or further assent by or against such Pledgor, any demand for payment of any amount due pursuant to the Credit Agreement or the other Credit Documents may be rescinded by the Secured Parties, or any of the loans or other extensions of credit thereunder continued or such amounts, or the liability of any other Person upon or for any part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Secured Parties, or the Credit AgreementNote Indenture, the Notes or any other Credit Documents Financing Document or any other document executed guaranty of the Company's Liabilities, and shall not be affected by any action taken under the Note Indenture, the Notes or any other Financing Document, any other guaranty of the Company's Liabilities, or any other agreement between any Guaranty Party and the Company or any other person, in connection therewith may be amendedthe exercise of any right or power therein conferred, modifiedor by any failure or omission to enforce any right conferred thereby, supplemented or terminatedby any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Company's Liabilities, or by the dissolution of the Company or the combination or consolidation of the Company into or with another entity or any transfer or disposition of any assets of the Company or by any extension or renewal of the Note Indenture, any of the Notes or any other Financing Document, in whole or in part, as or by any modification, alteration, amendment or addition of or to the Secured Parties may deem advisable from time to timeNote Indenture, any of the Notes or any other Financing Document, any other guaranty of the Company's Liabilities, or any collateral security other agreement between any Guaranty Party and the Company or guaranty any other Person, or right of offset at by any time held by the Secured Parties for the payment of such amounts may be sold, exchanged, waived, surrendered other circumstance whatsoever (with or released; provided, that no such amendment shall -------- increase, accelerate, modify without notice to or otherwise alter any obligations knowledge of any Pledgor hereunder Guarantor) which may or might in any respect without such Pledgor's consentmanner or to any extent vary the risks of any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This is a guaranty of payment and not of collection. The obligations Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the Pledgors hereunder ------------------------- are absolute and unconditionalvalidity, without regard to any circumstance legality or enforceability of any nature whatsoever that constitutes or might constitute an equitable or legal discharge of the Company or any Pledgor of any of its respective obligations under the Credit Documents, in bankruptcy or in any other instance. To the extent permitted by applicable law, each Pledgor hereby waives diligence, presentment, protest, demand for payment and notice of default or non-payment to or upon the Company or itself with respect to any amounts due under the Credit Agreement or any other Credit Document. Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights by or against such Pledgor and without notice to or further assent by or against such Pledgor, any demand for payment of any amount due pursuant to the Credit Agreement or the other Credit Documents may be rescinded by the Secured Parties, or any of the loans or other extensions of credit thereunder continued or such amounts, or the liability of any other Person upon or for any part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Secured Parties, or the Credit Agreement, the Notes or any other Credit Documents Loan Document or any other document executed guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, in connection therewith may be amendedthe exercise of any right or power therein conferred, modifiedor by any failure or omission to enforce any right conferred thereby, supplemented or terminatedby any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, as or by any modification, alteration, amendment or addition of or to the Secured Parties may deem advisable from time to timeCredit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any collateral security other agreement between the Agent or guaranty the Lenders and the Borrower or right of offset at any time held other Person, or by the Secured Parties for the payment of such amounts may be sold, exchanged, waived, surrendered any other circumstance whatsoever (with or released; provided, that no such amendment shall -------- increase, accelerate, modify without notice to or otherwise alter any obligations knowledge of any Pledgor hereunder Guarantor) which may or might in any respect without such Pledgor's consentmanner or to any extent vary the risks of any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This is a guaranty of payment and not ------------------------- of collection. The obligations Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the Pledgors hereunder ------------------------- are absolute and unconditionalvalidity, without regard to any circumstance legality or enforceability of any nature whatsoever that constitutes or might constitute an equitable or legal discharge of the Company or any Pledgor of any of its respective obligations under the Credit Documents, in bankruptcy or in any other instance. To the extent permitted by applicable law, each Pledgor hereby waives diligence, presentment, protest, demand for payment and notice of default or non-payment to or upon the Company or itself with respect to any amounts due under the Credit Agreement or any other Credit Document. Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights by or against such Pledgor and without notice to or further assent by or against such Pledgor, any demand for payment of any amount due pursuant to the Credit Agreement or the other Credit Documents may be rescinded by the Secured Parties, or any of the loans or other extensions of credit thereunder continued or such amounts, or the liability of any other Person upon or for any part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Secured Parties, or the Credit Agreement, the Notes or any other Credit Documents Loan Document or any other document executed guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, in connection therewith may be amendedthe exercise of any right or power therein conferred, modifiedor by any failure or omission to enforce any right conferred thereby, supplemented or terminatedby any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, as or by any modification, alteration, amendment or addition of or to the Secured Parties may deem advisable from time to timeCredit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any collateral security other agreement between the Agent or guaranty the Lenders and the Borrower or right of offset at any time held other Person, or by the Secured Parties for the payment of such amounts may be sold, exchanged, waived, surrendered any other circumstance whatsoever (with or released; provided, that no such amendment shall -------- increase, accelerate, modify without notice to or otherwise alter any obligations knowledge of any Pledgor hereunder Guarantor) which may or might in any respect without such Pledgor's consentmanner or to any extent vary the risks of any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This is a guaranty of payment and not of ------------------------- collection. The obligations Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the Pledgors hereunder ------------------------- are absolute and unconditionalvalidity, without regard to any circumstance legality or enforceability of any nature whatsoever that constitutes or might constitute an equitable or legal discharge of the Company or any Pledgor of any of its respective obligations under the Credit Documents, in bankruptcy or in any other instance. To the extent permitted by applicable law, each Pledgor hereby waives diligence, presentment, protest, demand for payment and notice of default or non-payment to or upon the Company or itself with respect to any amounts due under the Credit Agreement or any other Credit Document. Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights by or against such Pledgor and without notice to or further assent by or against such Pledgor, any demand for payment of any amount due pursuant to the Credit Agreement or the other Credit Documents may be rescinded by the Secured Parties, or any of the loans or other extensions of credit thereunder continued or such amounts, or the liability of any other Person upon or for any part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Secured Parties, or the Credit Agreement, the Notes or any other Credit Documents Loan Document or any other document executed guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Secured Parties and the Borrower or any other Person, in connection therewith may be amendedthe exercise of any right or power therein conferred, modifiedor by any failure or omission to enforce any right conferred thereby, supplemented or terminatedby any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, as or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Secured Parties may deem advisable from time to timeand the Borrower or any other Person, or by any collateral security other circumstance whatsoever (with or guaranty without notice to or right of offset at any time held by the Secured Parties for the payment of such amounts may be sold, exchanged, waived, surrendered or released; provided, that no such amendment shall -------- increase, accelerate, modify or otherwise alter any obligations knowledge of any Pledgor hereunder Guarantor) which may or might in any respect without such Pledgor's consentmanner or to any extent vary the risks of the Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This is a guaranty of payment and not of collection. The obligations Guarantor's Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the Pledgors hereunder ------------------------- are absolute and unconditionalvalidity, without regard to any circumstance legality or enforceability of any nature whatsoever that constitutes or might constitute an equitable or legal discharge of the Company or any Pledgor of any of its respective obligations under the Credit Documents, in bankruptcy or in any other instance. To the extent permitted by applicable law, each Pledgor hereby waives diligence, presentment, protest, demand for payment and notice of default or non-payment to or upon the Company or itself with respect to any amounts due under the Credit Agreement or any other Credit Document. Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights by or against such Pledgor and without notice to or further assent by or against such Pledgor, any demand for payment of any amount due pursuant to the Credit Agreement or the other Credit Documents may be rescinded by the Secured Parties, or any of the loans or other extensions of credit thereunder continued or such amounts, or the liability of any other Person upon or for any part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Secured Parties, or the Credit Agreement, the Notes or any other Credit Documents Loan Document or any other document executed guaranty of the Borrowers' Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrowers' Liabilities, or any other agreement between the Secured Parties 151 and any Borrower or any other Person, in connection therewith may be amendedthe exercise of any right or power therein conferred, modifiedor by any failure or omission to enforce any right conferred thereby, supplemented or terminatedby any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrowers' Liabilities, or by the release or other disposal of any security for any of the Borrowers' Liabilities, or by the dissolution of any Borrower or the combination or consolidation of any Borrower into or with another entity or any transfer or disposition of any assets of any Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, as or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrowers' Liabilities, or any other agreement between the Secured Parties may deem advisable from time to timeand any Borrower or any other Person, or by any collateral security other circumstance whatsoever (with or guaranty without notice to or right of offset at any time held by the Secured Parties for the payment of such amounts may be sold, exchanged, waived, surrendered or released; provided, that no such amendment shall -------- increase, accelerate, modify or otherwise alter any obligations knowledge of any Pledgor hereunder Guarantor) which may or might in any respect without such Pledgormanner or to any extent vary the risks of the Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantor's consentObligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This is a guaranty of payment and not of collection. The obligations Guarantors' Obligations under this Guaranty Agreement shall be absolute and unconditional irrespective of the Pledgors hereunder ------------------------- are absolute and unconditionalvalidity, without regard to any circumstance legality or enforceability of any nature whatsoever that constitutes or might constitute an equitable or legal discharge of the Company or any Pledgor of any of its respective obligations under the Credit Documents, in bankruptcy or in any other instance. To the extent permitted by applicable law, each Pledgor hereby waives diligence, presentment, protest, demand for payment and notice of default or non-payment to or upon the Company or itself with respect to any amounts due under the Credit Agreement or any other Credit Document. Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights by or against such Pledgor and without notice to or further assent by or against such Pledgor, any demand for payment of any amount due pursuant to the Credit Agreement or the other Credit Documents may be rescinded by the Secured Parties, or any of the loans or other extensions of credit thereunder continued or such amounts, or the liability of any other Person upon or for any part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Secured Parties, or the Credit Agreement, the Notes any Series A Note or any other Credit Documents Operative Agreement, or any other document executed guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, any Series A Note or any other Operative Agreement, any other guaranty of the Borrower's Liabilities, or any other agreement between the Borrower and the Agent, any Series A Lender or any other Person, in connection therewith may be amendedthe exercise of any right or power therein conferred, modifiedor by any failure or omission to enforce any right conferred thereby, supplemented or terminatedby any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Lessee or the combination or consolidation of the Lessee or the Borrower into or with another entity or any transfer or disposition of any assets of the Lessee or the Borrower, or by any extension or renewal of the Credit Agreement, any Series A Note or any other Operative Agreement, in whole or in part, as or by any modification, alteration, amendment or addition of or to the Secured Parties may deem advisable from time to timeCredit Agreement, any Series A Note or any other Operative Agreement, any other guaranty of the Borrower's Liabilities, or any collateral security other agreement between the Borrower and the Agent, any Series A Lender or guaranty any other Person, or right by any defense to or avoidance or rejection (by a bankruptcy trustee or otherwise) of offset the Credit Agreement, any Series A Note or any other Operative Agreement in any bankruptcy or similar proceeding, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided. Without limiting the generality of the foregoing, each Guarantor acknowledges and agrees that (a) the Guarantors' Obligations are absolute and separate from the Borrower's obligations under the Credit Agreement, any Series A Note or any other Operative Agreement, (b) the Guarantors' Obligations hereunder shall not be reduced, limited or otherwise affected if the Credit Agreement, any Series A Note or any other Operative Agreement is avoided, rejected or limited as an executory contract in a bankruptcy or similar proceeding, and (c) for the purpose of defining the Guarantor's Obligations, hereunder, the amount of the Borrower's Liabilities shall include without limitation all principal and interest on any Series A Loan and any other amount which is due or may become due under the Credit Agreement, any Series A Note or any other Operative Agreement, including without limitation any principal, interest or other amount that would have been payable at any time held by the Secured Parties but for the payment of such amounts may be soldavoidance, exchanged, waived, surrendered rejection or released; provided, that no such amendment shall -------- increase, accelerate, modify or otherwise alter any obligations limitation of any Pledgor hereunder Operative Agreement in any respect without such Pledgor's consenta bankruptcy or similar proceeding.

Unconditional Obligations. The obligations of the Pledgors Maker hereunder ------------------------- are absolute shall be binding upon the Maker and unconditionalits successors and assigns, without regard to and shall remain in full force and effect irrespective of: (a) the genuineness, validity, regularity or enforceability of the Class A Notes, the Security Trust Agreement and the Supplementary Trust Agreement or any circumstance other agreement or any of the terms of any nature whatsoever that constitutes or might constitute an equitable or legal discharge thereof, the continuance of any obligation on the part of the Company Note Issuer or any Pledgor other person on or in respect of the Class A Notes or under the Security Trust Agreement, the Supplementary Trust Agreement, the Indenture or any other agreement or the power or authority or the lack of power or authority of the Note Issuer to issue the Class A Notes or the Note Issuer to execute and deliver the Security Trust Agreement, the Supplementary Trust Agreement, the Indenture or any other agreement or of the Maker to execute and deliver this Note or to perform any of its obligations hereunder or the existence or continuance of the Note Issuer or any other person as a legal entity; or (b) any default, failure or delay, willful or otherwise, in the performance by the Note Issuer, the Maker or any other person of any obligations of any kind or character whatsoever under the Class A Notes, the Security Trust Agreement, the Supplementary Trust Agreement, the Indenture, this Note or any other agreement; or (c) any creditors' rights, bankruptcy, receivership or other insolvency proceeding of the Note Issuer, the Maker or any other person or in respect of the property of the Note Issuer, the Maker or any other person or any merger, consolidation, reorganization, dissolution, liquidation, the sale of all or substantially all of the assets of or winding up of the Note Issuer, the Maker or any other person; or (d) impossibility or illegality of performance on the part of the Note Issuer, the Maker or any other person of its obligations under the Class A Notes, the Security Trust Agreement, the Supplementary Trust Agreement, the Indenture, this Note or any other agreements; or (e) in respect of the Note Issuer or any other person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Note Issuer or any other person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotion, acts of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any Federal or state regulatory body or agency, change of law or any other causes affecting performance, or any other FORCE MAJEURE, whether or not beyond the control of the Note Issuer or any other person and whether or not of the kind hereinbefore specified; or (f) any attachment, claim, demand, charge, lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, debt, obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against the Note Issuer, the Maker or any other person or any claims, demands, charges or liens of any nature, foreseen or unforeseen, incurred by the Note Issuer, the Maker or any other person, or against any sums payable in respect of the Class A Notes or under the Security Trust Agreement, the Supplementary Trust Agreement, the Indenture or this Note, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided; or (g) any order, judgment, decree, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by the Note Issuer, the Maker or any other person of its respective obligations under the Credit Documents, in bankruptcy or in respect of the Class A Notes, the Security Trust Agreement, the Supplementary Trust Agreement, the Indenture, this Note or any other instance. To agreement; or (h) the extent permitted by applicable lawfailure of the Maker to receive any benefit from or as a result of its execution, each Pledgor hereby waives diligencedelivery and performance of this Note; or (i) other than a Payment Demand in accordance with Section 2.2 hereof, presentmentany failure or lack of diligence in collection or protection, failure in presentment or demand for payment, protest, demand for payment and notice of protest, notice of default and of nonpayment, any failure to give notice to the Maker of failure of the Note Issuer, the Maker or non-any other person to keep and perform any obligation, covenant or agreement under the terms of the Class A Notes, the Security Trust Agreement, the Supplemental Trust Agreement, the Indenture, this Note or any other agreement or failure to resort for payment to the Note Issuer, the Maker or upon to any other person or to any other note or to any property, security, liens or other rights or remedies; or (j) the Company acceptance of any additional security or itself other note, the advance of additional money to the Note Issuer or any other person, the renewal or extension of the Class A Notes or amendments, modifications, consents or waivers with respect to any amounts due under the Credit Agreement Class A Notes, the Security Trust Agreement, the Supplementary Trust Agreement, the Indenture or any other Credit Document. Each Pledgor shall remain obligated hereunder notwithstanding thatagreement, without any reservation of rights by or against such Pledgor and without notice to the sale, release, substitution or further assent by or against such Pledgor, any demand for payment exchange of any amount due pursuant security for the Class A Notes; or (k) any merger or consolidation of the Note Issuer, the Maker or any other person into or with any other person or any sale, lease, transfer or other disposition of any of the assets of the Note Issuer, the Maker or any other person to the Credit Agreement or the any other Credit Documents may be rescinded by the Secured Partiesperson, or any change in the ownership of any beneficial or equity interests of the loans Note Issuer, the Maker or any other person; or (l) any defense whatsoever that: (i) the Note Issuer or any other person might have to the payment of the Class A Notes (principal, premium, if any, or interest), other than payment thereof in Federal or other extensions of credit thereunder continued or such amountsimmediately available funds, or (ii) the liability Note Issuer or any other person might have to the performance or observance of any of the provisions of the Class A Notes, the Security Trust Agreement, the Supplementary Trust Agreement, the Indenture or any other Person upon agreement, whether through the satisfaction or for purported satisfaction by the Note Issuer or any part thereofother person of its debts due to any cause such as bankruptcy, insolvency, receivership, merger, consolidation, reorganization, dissolution, liquidation, winding-up or otherwise, other than the defense of indefeasible payment in full in cash of the Class A Notes; or (m) any act or failure to act with regard to the Class A Notes, the Security Trust Agreement, the Supplementary Trust Agreement, the Indenture, this Note or any other agreement or anything which might vary the risk of the Maker or any other person; or (n) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Maker or any collateral security other person in respect of the obligations of the Maker or guaranty therefor other person under this Note or right any other agreement, other than the defense of offset indefeasible payment in full in cash of the Class A Notes; PROVIDED that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Note and the parties hereto that the obligations of the Maker shall be primary, absolute and unconditional and shall not be discharged, impaired or varied except by the payment of the principal of, premium, if any, and interest on the Class A Notes in accordance with respect theretotheir respective terms whenever the same shall become due and payable as in the Class A Notes provided, mayat the place specified in and all in the manner and with the effect provided in the Class A Notes, the Security Trust Agreement, the Supplementary Trust Agreement, the Indenture, as each may be amended or modified from time to time. Without limiting the foregoing, it is understood that repeated and successive demands may be made and recoveries may be had hereunder as and when, from time to time, the Note Issuer shall default under or in whole or partrespect of the terms of the Class A Notes, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Secured Parties, Security Trust Agreement or the Credit Supplementary Trust Agreement, the Notes or any other Credit Documents or any other document executed in connection therewith may be amended, modified, supplemented or terminated, in whole Indenture and that notwithstanding recovery hereunder for or in part, as the Secured Parties may deem advisable from time to time, respect of any given default or any collateral security or guaranty or right of offset at any time held defaults by the Secured Parties for Note Issuer under the payment of such amounts may be soldClass A Notes, exchangedthe Security Trust Agreement or the Supplementary Trust Agreement, waivedthe Indenture, surrendered or released; provided, that no such amendment this Note shall -------- increase, accelerate, modify or otherwise alter any obligations of any Pledgor hereunder remain in any respect without such Pledgor's consentfull force and effect and shall apply to each and every subsequent default.

Unconditional Obligations. This is a guaranty of payment and not of ------------------------- collection. The obligations Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the Pledgors hereunder ------------------------- are absolute and unconditionalvalidity, without regard to any circumstance legality or enforceability of any nature whatsoever that constitutes or might constitute an equitable or legal discharge of the Company or any Pledgor of any of its respective obligations under the Credit Documents, in bankruptcy or in any other instance. To the extent permitted by applicable law, each Pledgor hereby waives diligence, presentment, protest, demand for payment and notice of default or non-payment to or upon the Company or itself with respect to any amounts due under the Credit Agreement or any other Credit Document. Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights by or against such Pledgor and without notice to or further assent by or against such Pledgor, any demand for payment of any amount due pursuant to the Credit Agreement or the other Credit Documents may be rescinded by the Secured Parties, or any of the loans or other extensions of credit thereunder continued or such amounts, or the liability of any other Person upon or for any part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Secured Parties, or the Credit Agreement, the Notes or any other Credit Documents Loan Document or any other document executed guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Secured Parties and the Borrower or any other Person, in connection therewith may be amendedthe exercise of any right or power therein conferred, modifiedor by any failure or omission to enforce any right conferred thereby, supplemented or terminatedby any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, as or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Secured Parties may deem advisable from time to timeand the Borrower or any other Person, or by any collateral security other circumstance whatsoever (with or guaranty without notice to or right knowledge of offset at any time held by Guarantor) which may or might in any manner or to any extent vary the Secured Parties for the payment risks of such amounts may Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be sold, exchanged, waived, surrendered or released; absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided, that no such amendment shall -------- increase, accelerate, modify or otherwise alter any obligations of any Pledgor hereunder in any respect without such Pledgor's consent.

Unconditional Obligations. This is a guaranty of payment and not of collection. The obligations Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the Pledgors hereunder ------------------------- are absolute and unconditionalvalidity, without regard to any circumstance of any nature whatsoever that constitutes legality or might constitute an equitable or legal discharge enforceability of the Company Notes or any Pledgor of any of its respective obligations under the Credit Documents, in bankruptcy or in any other instance. To the extent permitted by applicable law, each Pledgor hereby waives diligence, presentment, protest, demand for payment and notice of default or non-payment to or upon the Company or itself with respect to any amounts due under the Credit Agreement Security Agreements or any other Credit Document. Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights by or against such Pledgor and without notice to or further assent by or against such Pledgor, any demand for payment of any amount due pursuant to the Credit Agreement or the other Credit Documents may be rescinded by the Secured Parties, or any guaranty of the loans or other extensions of credit thereunder continued or such amountsBorrower's Liabilities, or the liability of and shall not be affected by any other Person upon or for any part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Secured Parties, or the Credit Agreement, action taken under the Notes or any other Credit Documents guaranty of the Borrower's Liabilities, or any other document executed agreement between the Lenders and the Borrower or any other Person, in connection therewith may be amendedthe exercise of any right or power therein conferred, modifiedor by any failure or omission to enforce any right conferred thereby, supplemented or terminatedby any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for or guarantee of any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of any of the Notes or the Security Agreements, in whole or in part, as or by any modification, alteration, amendment or addition of or to any of the Secured Parties may deem advisable from time to timeNotes or any of the Security Agreements, any other guaranty of the Borrower's Liabilities, or any collateral security other agreement between the Lenders and the Borrower or guaranty any other Person, or right of offset at by any time held by the Secured Parties for the payment of such amounts may be sold, exchanged, waived, surrendered other circumstance whatsoever (with or released; provided, that no such amendment shall -------- increase, accelerate, modify without notice to or otherwise alter any obligations knowledge of any Pledgor hereunder Guarantor) which may or might in any respect without such Pledgor's consentmanner or to any extent vary the risks of any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided or as provided in the Notes or Security Agreements.

Unconditional Obligations. This is a guaranty of payment and not of collection. The obligations Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the Pledgors hereunder ------------------------- are absolute and unconditionalvalidity, without regard to any circumstance legality or enforceability of any nature whatsoever that constitutes or might constitute an equitable or legal discharge of the Company or any Pledgor of any of its respective obligations under the Credit Documents, in bankruptcy or in any other instance. To the extent permitted by applicable law, each Pledgor hereby waives diligence, presentment, protest, demand for payment and notice of default or non-payment to or upon the Company or itself with respect to any amounts due under the Credit Agreement or any other Credit Document. Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights by or against such Pledgor and without notice to or further assent by or against such Pledgor, any demand for payment of any amount due pursuant to the Credit Agreement or the other Credit Documents may be rescinded by the Secured Parties, or any of the loans or other extensions of credit thereunder continued or such amounts, or the liability of any other Person upon or for any part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Secured Parties, or the Credit Agreement, the Notes or any other Credit Documents Loan Document or any other document executed guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, this Guaranty Agreement against any other Guarantor, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other person, in connection therewith may be amendedthe exercise of any right or power therein conferred, modifiedor by any failure or omission to enforce any right conferred hereby or thereby, supplemented or terminatedby any waiver of any covenant or condition herein or therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or any Guarantor or the combination or consolidation of the Borrower or any Guarantor into or with another entity or any transfer or disposition of any assets of the Borrower or any Guarantor or by any extension or renewal of the Credit Agreement any of the Notes or any other Loan Document, in whole or in part, as or by any modification, alteration, amendment or addition of or to the Secured Parties may deem advisable from time to timeCredit Agreement, any of the Notes or any other Loan Document, this Guaranty Agreement or any other guaranty of the Borrower's Liabilities, or any collateral security other agreement between the Agent or guaranty the Lenders and the Borrower or right of offset at any time held other Person, or by the Secured Parties for the payment of such amounts may be sold, exchanged, waived, surrendered any other circumstance whatsoever(with or released; provided, that no such amendment shall -------- increase, accelerate, modify without notice to or otherwise alter any obligations knowledge of any Pledgor hereunder Guarantor) which may or might in any respect without such Pledgor's consentmanner or to any extent vary the risks of any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This is a guaranty of payment and not of collection. The obligations Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the Pledgors hereunder ------------------------- are absolute and unconditionalvalidity, without regard to any circumstance legality or enforceability of any nature whatsoever that constitutes or might constitute an equitable or legal discharge of the Company or any Pledgor of any of its respective obligations under the Credit Documents, in bankruptcy or in any other instance. To the extent permitted by applicable law, each Pledgor hereby waives diligence, presentment, protest, demand for payment and notice of default or non-payment to or upon the Company or itself with respect to any amounts due under the Credit Agreement or any other Credit Document. Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights by or against such Pledgor and without notice to or further assent by or against such Pledgor, any demand for payment of any amount due pursuant to the Credit Agreement or the other Credit Documents may be rescinded by the Secured Parties, or any of the loans or other extensions of credit thereunder continued or such amounts, or the liability of any other Person upon or for any part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Secured Parties, or the Credit Agreement, the Notes or any other Credit Documents Loan Document or any other document executed guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Administrative Agent, the Documentation Agent or the Lenders and the Borrower or any other person, in connection therewith may be amendedthe exercise of any right or power therein conferred, modifiedor by any failure or omission to enforce any right conferred thereby, supplemented or terminatedby any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, as or by any modification, alteration, amendment or addition of or to the Secured Parties may deem advisable from time to timeCredit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any collateral security other agreement between the Administrative Agent, the Documentation Agent or guaranty the Lenders and the Borrower or right of offset at any time held other Person, or by the Secured Parties for the payment of such amounts may be sold, exchanged, waived, surrendered any other circumstance whatsoever (with or released; provided, that no such amendment shall -------- increase, accelerate, modify without notice to or otherwise alter any obligations knowledge of any Pledgor hereunder Guarantor) which may or might in any respect without such Pledgor's consentmanner or to any extent vary the risks of any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This is a guaranty of payment and not of collection. The obligations Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the Pledgors hereunder ------------------------- are absolute and unconditionalvalidity, without regard to any circumstance legality or enforceability of any nature whatsoever that constitutes or might constitute an equitable or legal discharge of the Company or any Pledgor of any of its respective obligations under the Credit Documents, in bankruptcy or in any other instance. To the extent permitted by applicable law, each Pledgor hereby waives diligence, presentment, protest, demand for payment and notice of default or non-payment to or upon the Company or itself with respect to any amounts due under the Credit Agreement or any other Credit Document. Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights by or against such Pledgor and without notice to or further assent by or against such Pledgor, any demand for payment of any amount due pursuant to the Credit Agreement or the other Credit Documents may be rescinded by the Secured Parties, or any of the loans or other extensions of credit thereunder continued or such amounts, or the liability of any other Person upon or for any part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Secured Parties, or the Credit Agreement, the Notes or any other Credit Documents Loan Document or any other document executed guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between any Secured Party and the Borrower or any other person, in connection therewith may be amendedthe exercise of any right or power therein conferred, modifiedor by any failure or omission to enforce any right conferred thereby, supplemented or terminatedby any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any Collateral or other security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, as or by any modification, alteration, amendment or addition of or to the Secured Parties may deem advisable from time to timeCredit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any collateral security other agreement between any Secured Party and the Borrower or guaranty any other Person, or right of offset at by any time held by the Secured Parties for the payment of such amounts may be sold, exchanged, waived, surrendered other circumstance whatsoever (with or released; provided, that no such amendment shall -------- increase, accelerate, modify without notice to or otherwise alter any obligations knowledge of any Pledgor hereunder Guarantor) which may or might in any respect without such Pledgor's consentmanner or to any extent vary the risks of any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This is a guaranty of payment and not of collection. The obligations Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the Pledgors hereunder ------------------------- are absolute and unconditionalvalidity, without regard to any circumstance legality or enforceability of any nature whatsoever that constitutes or might constitute an equitable or legal discharge of the Company or any Pledgor of any of its respective obligations under the Credit Documents, in bankruptcy or in any other instance. To the extent permitted by applicable law, each Pledgor hereby waives diligence, presentment, protest, demand for payment and notice of default or non-payment to or upon the Company or itself with respect to any amounts due under the Credit Agreement or any other Credit Document. Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights by or against such Pledgor and without notice to or further assent by or against such Pledgor, any demand for payment of any amount due pursuant to the Credit Agreement or the other Credit Documents may be rescinded by the Secured Parties, or any of the loans or other extensions of credit thereunder continued or such amounts, or the liability of any other Person upon or for any part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Secured Parties, or the Credit Agreement, the Notes or any other Credit Documents Loan Document or any other document executed guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Secured Parties and the Borrower or any other Person, in connection therewith may be amendedthe exercise of any right or power therein conferred, modifiedor by any failure or omission to enforce any right conferred thereby, supplemented or terminatedby any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, as or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Secured Parties may deem advisable from time to timeand the Borrower or any other Person, or by any collateral security other circumstance whatsoever (with or guaranty without notice to or right of offset at any time held by the Secured Parties for the payment of such amounts may be sold, exchanged, waived, surrendered or released; provided, that no such amendment shall -------- increase, accelerate, modify or otherwise alter any obligations knowledge of any Pledgor hereunder Guarantor) which may or might in any respect without such Pledgor's consentmanner or to any extent vary the risks of the Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors, Obligations hereunder shall be absolute and 135 unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This is a guaranty of payment and not of collection. The obligations Guarantors' Obligations under this Guaranty Agreement shall be absolute and unconditional irrespective of the Pledgors hereunder ------------------------- are absolute and unconditionalvalidity, without regard to any circumstance of any nature whatsoever that constitutes legality or might constitute an equitable or legal discharge enforceability of the Company or Lease, any Pledgor of any of its respective obligations under Lease Supplement, the Credit DocumentsParticipation Agreement, in bankruptcy or in any other instance. To the extent permitted by applicable law, each Pledgor hereby waives diligence, presentment, protest, demand for payment and notice of default or non-payment to or upon the Company or itself with respect to any amounts due under the Credit Agency Agreement or any other Credit Document. Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights by or against such Pledgor and without notice to or further assent by or against such Pledgor, any demand for payment of any amount due pursuant to the Credit Agreement or the other Credit Documents may be rescinded by the Secured PartiesOperative Agreement, or any other guaranty of the loans or other extensions of credit thereunder continued or such amountsLessee's Liabilities, or and shall not be affected by any action taken under the liability of Lease, any other Person upon or for any part thereofLease Supplement, the Participation Agreement, or any collateral security other Operative Agreement, any other guaranty of the Lessee's Liabilities, or guaranty therefor any other agreement between the Lessor and the Lessee or right of offset with respect thereto, may, from time to timeany other person, in whole the exercise of any right or partpower therein conferred, be renewedor by any failure or omission to enforce any right conferred thereby, extendedor by any waiver of any covenant or condition therein provided, amendedor by any acceleration of the maturity of any of the Lessee's Liabilities, modified, accelerated, compromised, waived, surrendered or released by the Secured Partiesrelease or other disposal of any security for any of the Lessee's Liabilities, or by the Credit dissolution of the Lessee or the combination or consolidation of the Lessee into or with another entity or any transfer or disposition of any assets of the Lessee or by any extension or renewal of the Lease, any Lease Supplement, the Participation Agreement, the Notes Agency Agreement or any other Credit Documents or any other document executed in connection therewith may be amended, modified, supplemented or terminatedOperative Agreement, in whole or in part, as or by any modification, alteration, amendment or addition of or to the Secured Parties may deem advisable from time to timeLease, any Lease Supplement, the Participation Agreement or any other Operative Agreement, any other guaranty of the Lessee's Liabilities, or any collateral security other agreement between the Lessor and the Lessee or guaranty any other Person, or right by any defense to or avoidance or rejection (by a bankruptcy trustee or otherwise) of offset the Lease, any Lease Supplement, the Participation Agreement, the Agency Agreement or any other Operative Agreement in any bankruptcy or similar proceeding, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Lessee's Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided. Without limiting the generality of the foregoing, each Guarantor acknowledges and agrees that (a) its Guarantor's Obligations are absolute and separate from the Lessee's obligations under the Lease, any Lease Supplement, the Participation Agreement, or any other Operative Agreement, (b) the Guarantors' Obligations hereunder shall not be reduced, limited or otherwise affected if the Lease, any Lease Supplement, the Participation Agreement, the Agency Agreement or any other Operative Agreement is avoided, rejected or limited as an executory contract in a bankruptcy or similar proceeding, and (c) for the purpose of defining the Guarantors' Obligations, hereunder, the amount of the Lessee's Liabilities shall include without limitation all Rent or any other amount which is due or may become due under the Lease, any Lease Supplement or any other Operative Agreement, including without limitation any Basic Rent, Supplemental Rent or other amount that would have been payable at any time held by the Secured Parties but for the payment avoidance, rejection or limitation of such amounts may be soldthe Lease, exchanged, waived, surrendered any Lease Supplement or released; provided, that no such amendment shall -------- increase, accelerate, modify other Operative Agreement in a bankruptcy or otherwise alter any obligations of any Pledgor hereunder in any respect without such Pledgor's consentsimilar proceeding.

Unconditional Obligations. This is a guaranty of payment and not of collection. The obligations Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the Pledgors hereunder ------------------------- are absolute and unconditionalvalidity, without regard to any circumstance legality or enforceability of any nature whatsoever that constitutes or might constitute an equitable or legal discharge of the Company or any Pledgor of any of its respective obligations under the Credit Documents, in bankruptcy or in any other instance. To the extent permitted by applicable law, each Pledgor hereby waives diligence, presentment, protest, demand for payment and notice of default or non-payment to or upon the Company or itself with respect to any amounts due under the Credit Agreement or any other Credit Document. Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights by or against such Pledgor and without notice to or further assent by or against such Pledgor, any demand for payment of any amount due pursuant to the Credit Agreement or the other Credit Documents may be rescinded by the Secured Parties, or any of the loans or other extensions of credit thereunder continued or such amounts, or the liability of any other Person upon or for any part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Secured Parties, or the Credit Agreement, the Notes or any other Credit Documents Loan Document or any other document executed guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Secured Parties and the Borrowers or any other Person, in connection therewith may be amendedthe exercise of any right or power therein conferred, modifiedor by any failure or omission to enforce any right conferred thereby, supplemented or terminatedby any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of either of the Borrowers or the combination or consolidation of either of the Borrowers into or with another entity or any transfer or disposition of any assets of either of the Borrowers or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, as or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Secured Parties may deem advisable from time to timeand the Borrowers or any other Person, or by any collateral security other cir- cumstance whatsoever (with or guaranty without notice to or right knowledge of offset at any time held by Guarantor) which may or might in any manner or to any extent 2 vary the Secured Parties for the payment risks of such amounts may Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be sold, exchanged, waived, surrendered or released; absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided, that no such amendment shall -------- increase, accelerate, modify or otherwise alter any obligations of any Pledgor hereunder in any respect without such Pledgor's consent.

Unconditional Obligations. This is a guaranty of payment and not of collection. The obligations Guarantor's Obligations under this Guaranty Agreement shall be absolute and unconditional irrespective of the Pledgors hereunder ------------------------- are absolute and unconditionalvalidity, without regard to any circumstance legality or enforceability of any nature whatsoever that constitutes or might constitute an equitable or legal discharge of the Company or any Pledgor of any of its respective obligations under the Credit Documents, in bankruptcy or in any other instance. To the extent permitted by applicable law, each Pledgor hereby waives diligence, presentment, protest, demand for payment and notice of default or non-payment to or upon the Company or itself with respect to any amounts due under the Credit Agreement or any other Credit Document. Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights by or against such Pledgor and without notice to or further assent by or against such Pledgor, any demand for payment of any amount due pursuant to the Credit Agreement or the other Credit Documents may be rescinded by the Secured Parties, or any of the loans or other extensions of credit thereunder continued or such amounts, or the liability of any other Person upon or for any part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Secured Parties, or the Credit Agreement, the Notes any Series A Note or any other Credit Documents Operative Agreement, or any other document executed guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, any Series A Note or any other Operative Agreement, any other guaranty of the Borrower's Liabilities, or any other agreement between the Borrower and the Agent, any Series A Lender or any other Person, in connection therewith may be amendedthe exercise of any right or power therein conferred, modifiedor by any failure or omission to enforce any right conferred thereby, supplemented or terminatedby any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Lessee or the combination or consolidation of the Lessee or the Borrower into or with another entity or any transfer or disposition of any assets of the Lessee or the Borrower, or by any extension or renewal of the Credit Agreement, any Series A Note or any other Operative Agreement, in whole or in part, as or by any modification, alteration, amendment or addition of or to the Secured Parties may deem advisable from time to timeCredit Agreement, any Series A Note or any other Operative Agreement, any other guaranty of the Borrower's Liabilities, or any collateral security other agreement between the Borrower and the Agent, any Series A Lender or guaranty any other Person, or right by any defense to or avoidance or rejection (by a bankruptcy trustee or otherwise) of offset the Credit Agreement, any Series A Note or any other 122 Operative Agreement in any bankruptcy or similar proceeding, or by any other circumstance whatsoever (with or without notice to or knowledge of the Guarantor) which may or might in any manner or to any extent vary the risks of the Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantor's Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided. Without limiting the generality of the foregoing, the Guarantor acknowledges and agrees that (a) the Guarantor's Obligations are absolute and separate from the Borrower's obligations under the Credit Agreement, any Series A Note or any other Operative Agreement, (b) the Guarantor's Obligations hereunder shall not be reduced, limited or otherwise affected if the Credit Agreement, any Series A Note or any other Operative Agreement is avoided, rejected or limited as an executory contract in a bankruptcy or similar proceeding, and (c) for the purpose of defining the Guarantor's Obligations, hereunder, the amount of the Borrower's Liabilities shall include without limitation all principal and interest on any Series A Loan and any other amount which is due or may become due under the Credit Agreement, any Series A Note or any other Operative Agreement, including without limitation any principal, interest or other amount that would have been payable at any time held by the Secured Parties but for the payment of such amounts may be soldavoidance, exchanged, waived, surrendered rejection or released; provided, that no such amendment shall -------- increase, accelerate, modify or otherwise alter any obligations limitation of any Pledgor hereunder Operative Agreement in any respect without such Pledgor's consenta bankruptcy or similar proceeding.

Unconditional Obligations. This is a guaranty of payment and not of collection. The obligations Guarantor's Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the Pledgors hereunder ------------------------- are absolute and unconditionalvalidity, without regard to any circumstance legality or enforceability of any nature whatsoever that constitutes or might constitute an equitable or legal discharge of the Company or any Pledgor of any of its respective obligations under the Credit Documents, in bankruptcy or in any other instance. To the extent permitted by applicable law, each Pledgor hereby waives diligence, presentment, protest, demand for payment and notice of default or non-payment to or upon the Company or itself with respect to any amounts due under the Credit Agreement or any other Credit Document. Each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation of rights by or against such Pledgor and without notice to or further assent by or against such Pledgor, any demand for payment of any amount due pursuant to the Credit Agreement or the other Credit Documents may be rescinded by the Secured Parties, or any of the loans or other extensions of credit thereunder continued or such amounts, or the liability of any other Person upon or for any part thereof, or any collateral security or guaranty therefor or right of offset with respect thereto, may, from time to time, in whole or part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Secured Parties, or the Credit Agreement, the Notes or any other Credit Documents Loan Document or any other document executed guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, in connection therewith may be amendedthe exercise of any right or power therein conferred, modifiedor by any failure or omission to enforce any right conferred thereby, supplemented or terminatedby any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, the Notes or any other Loan Document, in whole or in part, as or by any modification, alteration, amendment or addition of or to the Secured Parties may deem advisable from time to timeCredit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any collateral security other agreement between the Agent or guaranty the Lenders 123 and the Borrower or right of offset at any time held other Person, or by the Secured Parties for the payment of such amounts may be sold, exchanged, waived, surrendered any other circumstance whatsoever (with or released; provided, that no such amendment shall -------- increase, accelerate, modify without notice to or otherwise alter any obligations knowledge of any Pledgor hereunder Guarantor) which may or might in any respect without such Pledgormanner or to any extent vary the risks of any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or guarantor; it being the purpose and intent that this Guaranty Agreement and the Guarantor's consentObligations hereunder shall be absolute, irrevocable and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.