Common use of Waivers and Other Agreements Clause in Contracts

Waivers and Other Agreements. Each Guarantor hereby unconditionally (a) waives any requirement that the Lenders or the Agent, upon the occurrence of an Event of Default first make demand upon, or seek to enforce remedies against the Borrower or the Borrowing Subsidiary before demanding payment under or seeking to enforce this Guaranty, (b) covenants that this Guaranty will not be discharged except by complete performance of all obligations of the Borrower or the Borrowing Subsidiary contained in the Operative Documents, (c) agrees that this Guaranty shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of the Operative Documents or any of the Guaranteed Obligations, or any limitation on the liability of the Borrower or the Borrowing Subsidiary thereunder, or any limitation on the method or terms of payment thereunder which may or hereafter be caused or imposed in any manner whatsoever (including, without limitation, usury laws), (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by the Borrower or the Borrowing Subsidiary under or in connection with any of the Operative Documents, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Lenders or the Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to this Guaranty and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the Borrower or the Borrowing Subsidiary to the Lenders or the Agent which may be required to be returned to the Borrower or the Borrowing Subsidiary or to its representative or to a trustee, custodian or receiver for the Borrower or the Borrowing Subsidiary.

Waivers and Other Agreements. Each The Guarantor hereby unconditionally (a) waives any requirement that the Lenders Banks or the Agent, upon the occurrence of an "Event of Default Default" (as defined in the Credit Agreement) or an event of default under any of the Other Loan Documents by any of the Borrowing Subsidiaries, first make demand upon, or seek to enforce remedies against the Borrower against, any or all of the Borrowing Subsidiary Subsidiaries before demanding payment under or seeking to enforce this Guaranty, (b) covenants that this Guaranty will not be discharged except by complete performance of all obligations of the Borrower or the Borrowing Subsidiary Subsidiaries contained in the Operative DocumentsCredit Agreements, (c) agrees that this Guaranty shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of the Operative Documents or any of the Guaranteed ObligationsCredit Agreements, or any limitation on the liability of the Borrower or any of the Borrowing Subsidiary Subsidiaries thereunder, or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever (including, without limitation, usury laws)whatsoever, (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by the Borrower or any of the Borrowing Subsidiary Subsidiaries under or in connection with any of the Operative DocumentsCredit Agreements, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Lenders or the Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to to, this Guaranty and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the Borrower or any of the Borrowing Subsidiary Subsidiaries to the Lenders any Bank or the Agent which may be required to be returned to the Borrower or any of the Borrowing Subsidiary Subsidiaries, or to its representative or to a trustee, custodian or receiver for the Borrower or any of the Borrowing SubsidiarySubsidiaries.

Waivers and Other Agreements. Each Guarantor hereby unconditionally (a) waives any requirement that the Lenders Banks or the Agent, upon the occurrence of an Event of Default first make demand upon, or seek to enforce remedies against the any Borrower or the Borrowing Subsidiary before demanding payment under or seeking to enforce this Guarantythe obligations of any Guarantor hereunder, (b) covenants that this Guaranty the obligations of each Guarantor hereunder will not be discharged except by complete performance of all obligations of the Borrower or the Borrowing Subsidiary Borrowers contained in this Agreement, the Operative Notes and the other Loan Documents, (c) agrees that this Guaranty the obligations of each Guarantor hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of this Agreement, the Operative Documents Notes or any of the Guaranteed Obligationsother Loan Document, or any limitation on the liability of the Borrower or the Borrowing Subsidiary any Guarantor thereunder, or any limitation on the method or terms of payment thereunder which may or hereafter be caused or imposed in any manner whatsoever (including, without limitation, usury laws), (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by the any Borrower or the Borrowing Subsidiary under or in connection with this Agreement, the Notes or any of the Operative Documentsother Loan Document, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Lenders or the Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to this Guaranty to, the obligations of any Guarantor hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the any Borrower or the Borrowing Subsidiary to the Lenders Banks or the Agent which may be required to be returned to the any Borrower or the Borrowing Subsidiary or to its representative or to a trustee, custodian or receiver for the Borrower or the Borrowing Subsidiaryany Borrower.

Waivers and Other Agreements. Each Guarantor The Company hereby unconditionally (a) waives any requirement that the Lenders Banks or the Agent, upon the occurrence of an Event of Default first make demand upon, or seek to enforce remedies against the Borrower or the any Borrowing Subsidiary before demanding payment under or seeking to enforce this Guarantythe obligations of the Company hereunder, (b) covenants that this Guaranty the obligations of the Company hereunder will not be discharged except by complete performance of all obligations of the Borrower or the Borrowing Subsidiary contained in this Agreement and the Operative DocumentsNotes, (c) agrees that this Guaranty the obligations of the Company hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of this Agreement, the Operative Documents Notes or any of the Guaranteed Obligationsother Loan Document, or any limitation on the liability of the Borrower or the Borrowing Subsidiary Subsidiaries thereunder, or any limitation on the method or terms of payment thereunder which may or hereafter be caused or imposed in any manner whatsoever (including, without limitation, usury laws), (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by the Borrower or the Borrowing Subsidiary Subsidiaries under or in connection with this Agreement, the Notes or any of the Operative Documentsother Loan Document, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Lenders or the Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to this Guaranty to, the obligations of the Company hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the Borrower or the Borrowing Subsidiary Subsidiaries to the Lenders Banks or the Agent which may be required to be returned to the Borrower or the Borrowing Subsidiary Subsidiaries or to its representative or to a trustee, custodian or receiver for the Borrower or the Borrowing Subsidiaryany Borrowers.

Waivers and Other Agreements. Each Guarantor hereby unconditionally (a) waives any requirement that the Lenders or the AgentLender, upon the occurrence of an Event of Default first make demand upon, or seek to enforce remedies against the Borrower Company or the Borrowing Subsidiary any Account Party before demanding payment under or seeking to enforce this Guarantythe obligations of the Guarantors hereunder, (b) covenants that this Guaranty the obligations of the Guarantors hereunder will not be discharged except by complete performance of all obligations of the Borrower or Company and of each Account Party to the Borrowing Subsidiary contained in the Operative DocumentsLender, (c) agrees that this Guaranty the obligations of the Guarantors hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of the Operative Documents this Agreement or any of the Guaranteed Obligationsother Loan Document, or any limitation on the liability of the Borrower Company or the Borrowing Subsidiary any Account Party thereunder, or any limitation on the method or terms of payment thereunder which may or hereafter be caused or imposed in any manner whatsoever (including, without limitation, usury laws), (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by the Borrower Company or the Borrowing Subsidiary any Account Party under or in connection with any of the Operative DocumentsLoan Document, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Lenders or the Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to this Guaranty to, the obligations of the Guarantors hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the Borrower Company or the Borrowing Subsidiary any Account Party to the Lenders or the Agent Lender which may be required to be returned to the Borrower Company or the Borrowing Subsidiary any Account Party or to its representative or to a trustee, custodian or receiver for the Borrower Company or the Borrowing Subsidiaryany Account Party.

Waivers and Other Agreements. Each The Guarantor hereby unconditionally (a) waives any requirement that the Lenders Banks or the Agent, upon the occurrence of an "Event of Default Default" (as defined in the Loan Agreement) or an event of default under any of the other Loan Agreements by any of the Borrowers, first make demand upon, or seek to enforce remedies against against, any or all of the Borrower or the Borrowing Subsidiary Borrowers before demanding payment under or seeking to enforce this Guaranty, (b) covenants that this Guaranty will not be discharged except by complete performance of all obligations of the Borrower or the Borrowing Subsidiary Borrowers contained in the Operative DocumentsLoan Agreements, (c) agrees that this Guaranty shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of the Operative Documents or any of the Guaranteed ObligationsLoan Agreements, or any limitation on the liability of any of the Borrower or the Borrowing Subsidiary Borrowers thereunder, or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever (including, without limitation, usury laws)whatsoever, (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by any of the Borrower or the Borrowing Subsidiary Borrowers under or in connection with any of the Operative DocumentsLoan Agreements, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Lenders or the Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to to, this Guaranty and (e) agrees that the Guaranteed Obligations shall include any amounts paid by any of the Borrower or the Borrowing Subsidiary Borrowers to the Lenders any Bank or the Agent which may be required to be returned to any of the Borrower or the Borrowing Subsidiary Borrowers, or to its representative or to a trustee, custodian or receiver for any of the Borrower Borrowers, and this Guaranty shall continue to be effective, or be reinstated, as the Borrowing Subsidiarycase may be, with the respect to any amounts which may be required to be so returned.

Waivers and Other Agreements. Each Guarantor hereby unconditionally unconditionally: (a) waives any requirement that the Lenders or the AgentNoteholders, upon the occurrence of an Event of Default Default, first make demand upon, or seek to enforce remedies against against, the Borrower or the Borrowing Subsidiary Company before demanding payment under or seeking to enforce the obligations of such Guarantor under this Guaranty, Agreement; (b) covenants agrees that the obligations of such Guarantor under this Guaranty Agreement will not be discharged except by complete performance of all obligations of the Borrower or the Borrowing Subsidiary Company contained in the Operative Note Purchase Agreement, the Notes and the other Financing Documents, ; (c) agrees that the obligations of such Guarantor under this Guaranty Agreement shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of the Operative Documents Note Purchase Agreement, the Notes or any of the Guaranteed Obligationsother Financing Document, or any limitation on the liability of the Borrower or the Borrowing Subsidiary thereunderany Guarantor under this Agreement, or any limitation on the method or terms of payment thereunder under the Note Purchase Agreement, the Notes or any other Financing Document which may or hereafter at any time be caused or imposed in any manner whatsoever (including, without limitation, usury laws), ; (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by the Borrower or the Borrowing Subsidiary Company under or in connection with the Note Purchase Agreement, the Notes or any of the Operative Documentsother Financing Document, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Lenders or the Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to to, the obligations of such Guarantor under this Guaranty and Agreement; and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the Borrower or the Borrowing Subsidiary to the Lenders extent the Company makes a payment or the Agent payments to any Noteholder, which may be required payment or payments or any part thereof are subsequently invalidated, declared to be returned fraudulent or preferential, set aside or required, for any of the foregoing reasons or for any other reason, to be repaid or paid over to a custodian, trustee, receiver or any other party or officer under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, state or federal law, or any common law or equitable cause, then to the Borrower extent of such payment or repayment, the Borrowing Subsidiary obligation or part thereof intended to its representative or to a trustee, custodian or receiver be satisfied shall be revived and continued in full force and effect as if said payment had not been made and each Guarantor shall be primarily liable for the Borrower or the Borrowing Subsidiarysuch obligation.

Waivers and Other Agreements. Each Guarantor hereby unconditionally (a) waives any requirement that the Lenders or the Agent, upon the occurrence of an Event of Default first make demand upon, or seek to enforce remedies against the Borrower or the Borrowing Subsidiary Company before demanding payment under or seeking to enforce this Guarantythe obligations of the Guarantors hereunder, (b) covenants that this Guaranty the obligations of the Guarantors hereunder will not be discharged except by complete performance of all obligations of the Borrower or the Borrowing Subsidiary Company contained in the Operative Loan Documents, (c) agrees that this Guaranty the obligations of the Guarantors hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of this Agreement or the Operative Documents or any of the Guaranteed ObligationsNotes, or any limitation on the liability of the Borrower or the Borrowing Subsidiary Company thereunder, or any limitation on the method or terms of payment thereunder which may or hereafter be caused or imposed in any manner whatsoever (including, without limitation, usury laws), (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by the Borrower or the Borrowing Subsidiary Company under or in connection with any of the Operative Loan Documents, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Lenders or the Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to this Guaranty to, the obligations of the Guarantors hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the Borrower or the Borrowing Subsidiary Company to the Lenders or the Agent which may be required to be returned to the Borrower or the Borrowing Subsidiary Company or to its representative or to a trustee, custodian or receiver for the Borrower Company, and this Guaranty shall continue to be effective, or be reinstated, as the Borrowing Subsidiarycase may be, with respect to any amounts which may be required to be so returned.

Waivers and Other Agreements. Each The Guarantor hereby unconditionally (a) waives any requirement that the Lenders Banks or the Agent, upon the occurrence of an "Event of Default Default" (as defined in the Loan Agreement) or an event of default under any of the other Loan Agreements by any of the Borrowing Subsidiaries, first make demand upon, or seek to enforce remedies against the Borrower against, any or all of the Borrowing Subsidiary Subsidiaries before demanding payment under or seeking to enforce this Guaranty, (b) covenants that this Guaranty will not be discharged except by complete performance of all obligations of the Borrower or the Borrowing Subsidiary Subsidiaries contained in the Operative DocumentsLoan Agreements, (c) agrees that this Guaranty shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of the Operative Documents or any of the Guaranteed ObligationsLoan Agreements, or any limitation on the liability of the Borrower or any of the Borrowing Subsidiary Subsidiaries thereunder, or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever (including, without limitation, usury laws)whatsoever, (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by the Borrower or any of the Borrowing Subsidiary Subsidiaries under or in connection with any of the Operative DocumentsLoan Agreements, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Lenders or the Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to to, this Guaranty and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the Borrower or any of the Borrowing Subsidiary Subsidiaries to the Lenders any Bank or the Agent which may be required to be returned to the Borrower or any of the Borrowing Subsidiary Subsidiaries, or to its representative or to a trustee, custodian or receiver for the Borrower or any of the Borrowing SubsidiarySubsidiaries, and this Guaranty shall continue to be effective, or be reinstated, as the case may be, with the respect to any amounts which may be required to be so returned.

Waivers and Other Agreements. Each Guarantor The Company hereby unconditionally (a) waives any requirement that the Lenders or the Agent, upon the occurrence of an Event of Default first make demand upon, or seek to enforce remedies against the Borrower or the any Borrowing Subsidiary before demanding payment under or seeking to enforce this Guarantythe obligations of the Company hereunder, (b) covenants that this Guaranty the obligations of the Company hereunder will not be discharged except by complete performance of all obligations of the Borrower or the Borrowing Subsidiary Subsidiaries contained in this Agreement and the Operative DocumentsNotes, (c) agrees that this Guaranty the obligations of the Company hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of this Agreement or the Operative Documents or any of the Guaranteed ObligationsNotes, or any limitation on the liability of the Borrower or the Borrowing Subsidiary Subsidiaries thereunder, or any limitation on the method or terms of payment thereunder which may or hereafter be caused or imposed in any manner whatsoever (including, without limitation, usury laws), (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by the Borrower or the Borrowing Subsidiary Subsidiaries under or in connection with any of this Agreement or the Operative DocumentsNotes, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Lenders or the Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to this Guaranty to, the obligations of the Company hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the Borrower or the Borrowing Subsidiary Subsidiaries to the Lenders or the Agent which may be required to be returned to the Borrower or the Borrowing Subsidiary Subsidiaries or to its their representative or to a trustee, custodian or receiver for the Borrower or the any Borrowing Subsidiary.

Waivers and Other Agreements. Each Guarantor hereby unconditionally unconditionally: (a) waives any requirement that the Lenders or the AgentNoteholders, upon the occurrence of an Event of Default Default, first make demand upon, or seek to enforce remedies against against, the Borrower or the Borrowing Subsidiary Company before demanding payment under or seeking to enforce the obligations of such Guarantor under this Subsidiary Guaranty, ; (b) covenants agrees that the obligations of such Guarantor under this Subsidiary Guaranty will not be discharged except by complete performance of all obligations of the Borrower or the Borrowing Subsidiary Company contained in the Operative Note Agreement, the Notes and the other Financing Documents, ; (c) agrees that the obligations of such Guarantor under this Subsidiary Guaranty shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of the Operative Documents Note Agreement, the Notes or any of the Guaranteed Obligationsother Financing Document, or any limitation on the liability of the Borrower or the Borrowing any Guarantor under this Subsidiary thereunderGuaranty, or any limitation on the method or terms of payment thereunder under the Note Agreement, the Notes or any other Financing Document which may or hereafter at any time be caused or imposed in any manner whatsoever (including, without limitation, usury laws), ; (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by the Borrower or the Borrowing Subsidiary Company under or in connection with the Note Agreement, the Notes or any of the Operative Documentsother Financing Document, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Lenders or the Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to to, the obligations of such Guarantor under this Guaranty and Subsidiary Guaranty; and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the Borrower or the Borrowing Subsidiary to the Lenders extent the Company makes a payment or the Agent payments to any Noteholder, which may be required payment or payments or any part thereof are subsequently invalidated, declared to be returned fraudulent or preferential, set aside or required, for any of the foregoing reasons or for any other reason, to be repaid or paid over to a custodian, trustee, receiver or any other party or officer under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, state or federal law, or any common law or equitable cause, then to the Borrower extent of such payment or repayment, the Borrowing Subsidiary obligation or part thereof intended to its representative or to a trustee, custodian or receiver be satisfied shall be revived and continued in full force and effect as if said payment had not been made and each Guarantor shall be primarily liable for the Borrower or the Borrowing Subsidiarysuch obligation.

Waivers and Other Agreements. Each Guarantor hereby unconditionally unconditionally (a) waives any requirement that the Lenders or the AgentNoteholders, upon the occurrence of an Event of Default Default, first make demand upon, or seek to enforce remedies against against, the Borrower or the Borrowing Subsidiary Company before demanding payment under or seeking to enforce the obligations of such Guarantor under this Guaranty, Agreement, (b) covenants agrees that the obligations of such Guarantor under this Guaranty Agreement will not be discharged except by complete performance of all obligations of the Borrower or the Borrowing Subsidiary Company contained in the Operative Note Purchase Agreement, the Notes and the other Financing Documents, , (c) agrees that the obligations of such Guarantor under this Guaranty Agreement shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of the Operative Documents Note Purchase Agreement, the Notes or any of the Guaranteed Obligationsother Financing Document, or any limitation on the liability of the Borrower or the Borrowing Subsidiary thereunderany Guarantor under this Agreement, or any limitation on the method or terms of payment thereunder under the Note Purchase Agreement, the Notes or any other Financing Document which may or hereafter at any time be caused or imposed in any manner whatsoever (including, without limitation, usury laws), , (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by the Borrower or the Borrowing Subsidiary Company under or in connection with with, the Note Purchase Agreement, the Notes or any of the Operative Documentsother Financing Document, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Lenders or the Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to to, the obligations of such Guarantor under this Guaranty and Agreement, and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the Borrower or the Borrowing Subsidiary to the Lenders extent the Company makes a payment or the Agent payments to any Noteholder, which may be required payment or payments or any part thereof are subsequently invalidated, declared to be returned fraudulent or preferential, set aside or required, for any of the foregoing reasons or for any other reason, to be repaid or paid over to a custodian, trustee, receiver or any other party or officer under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, state or federal law, or any common law or equitable cause, then to the Borrower extent of such payment or repayment, the Borrowing Subsidiary obligation or part thereof intended to its representative or to a trustee, custodian or receiver be satisfied shall be revived and continued in full force and effect as if said payment had not been made and each Guarantor shall be primarily liable for the Borrower or the Borrowing Subsidiarysuch obligation.

Waivers and Other Agreements. Each Guarantor hereby unconditionally (a) waives any requirement that the Lenders or the Administrative Agent, upon the occurrence of an Event of Default first make demand upon, or seek to enforce remedies against the Borrower or the Borrowing Subsidiary Borrower, before demanding payment under or seeking to enforce this Guaranty, (b) covenants that this Guaranty will not be discharged except by complete performance of all obligations of the Borrower or the Borrowing Subsidiary contained in the Operative Documents, (c) agrees that this Guaranty shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of the Operative Documents or any of the Guaranteed ObligationsDocuments, or any limitation on the liability of Borrower thereunder (other than those limitations expressly set forth in the Borrower or the Borrowing Subsidiary thereunderother Loan Documents), or any limitation on the method or terms of payment thereunder which may or hereafter be caused or imposed in any manner whatsoever (including, without limitation, usury laws), (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by the Borrower or the Borrowing Subsidiary under or in connection with any of the Operative Documents, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Lenders or the Administrative Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to this Guaranty to the extent permitted by FORM OF GUARANTY 2 applicable law and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the Borrower or the Borrowing Subsidiary to the Lenders or the Administrative Agent which may be required to be returned to the Borrower or the Borrowing Subsidiary or to its representative or to a trustee, custodian or receiver for the Borrower or the Borrowing SubsidiaryBorrower.

Waivers and Other Agreements. Each Guarantor The Company hereby unconditionally (a) waives any requirement that the Lenders or the AgentLender, upon the occurrence of an Event of Default a Default, first make demand upon, upon or seek to enforce remedies against the any Subsidiary Borrower or the Borrowing Subsidiary before demanding payment under or seeking to enforce this Guarantythe obligations of the Company hereunder, (b) covenants that this Guaranty the obligations of the Company hereunder will not be discharged except by complete performance of all obligations of the each Subsidiary Borrower or the Borrowing Subsidiary contained in this Agreement and the Operative DocumentsNotes, (c) agrees that this Guaranty the obligations of the Company hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of this Agreement or the Operative Documents or any of the Guaranteed ObligationsNotes, or any limitation on the liability of the any Subsidiary Borrower or the Borrowing Subsidiary thereunder, or any limitation on the method or terms of payment thereunder which may or hereafter be caused or imposed in any manner whatsoever (including, without limitation, usury laws), (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by the any Subsidiary Borrower or the Borrowing Subsidiary under or in connection with any of this Agreement or the Operative DocumentsNotes, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Lenders or the Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to this Guaranty to, the obligations of the Company hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the any Subsidiary Borrower or the Borrowing Subsidiary to the Lenders or the Agent Lender which may be required to be returned to the such Subsidiary Borrower or the Borrowing Subsidiary or to its their representative or to a trustee, custodian or receiver for the Borrower or the Borrowing Subsidiarysuch Subsidiary Borrower.

Waivers and Other Agreements. Each Guarantor hereby unconditionally ---------------------------- (a) waives any requirement that the Lenders or the Agent, Agents upon the occurrence of an Event any default under any of Default the Operative Documents by any Borrower, first make demand upon, or seek to enforce remedies against the against, such Borrower or the Borrowing Subsidiary before demanding payment under or seeking to enforce this Guaranty, (b) covenants that this Guaranty will not be discharged except by complete performance of all obligations of the Borrower or the Borrowing Subsidiary Borrowers contained in the Operative Documents, (c) agrees that this Guaranty shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any any- invalidity, irregularity or unenforceability in whole or in part of any of the Operative Documents or any of the Guaranteed Obligations, or any limitation on the liability of the any Borrower or the Borrowing Subsidiary thereunder, or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever (including, without limitation, usury laws), (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by the any Borrower or the Borrowing Subsidiary under or in connection with any of the Operative Documents, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Lenders or the Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to to, this Guaranty and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the any Borrower or the Borrowing Subsidiary to the Lenders or the Agent which may be required to be returned to the Borrower or the Borrowing Subsidiary any Borrower, or to its any representative or to a trustee, custodian or receiver for any Borrower. The obligations of each of the Borrower Guarantors hereunder shall be complete and binding forthwith upon the execution of this Guaranty by it and subject to no condition, whatsoever, precedent or the Borrowing Subsidiaryotherwise.

Waivers and Other Agreements. Each Guarantor hereby unconditionally (a) waives any requirement that the Lenders Banks or the AgentAgents, upon the occurrence of an Event of Default first make demand upon, or seek to enforce remedies against the Borrower or the Borrowing Subsidiary Company before demanding payment under or seeking to enforce this Guarantythe obligations of the Guarantors hereunder, (b) covenants that this Guaranty the obligations of the Guarantors hereunder will not be discharged except by complete performance of all obligations of the Borrower or the Borrowing Subsidiary Company contained in this Agreement, the Operative Notes and the Security Documents, (c) agrees that this Guaranty the obligations of the Guarantors hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of this Agreement, the Operative Documents Notes or any of the Guaranteed ObligationsSecurity Documents, or any limitation on the liability of the Borrower or the Borrowing Subsidiary Company thereunder, or any limitation on the method or terms of payment thereunder which may or hereafter be caused or imposed in any manner whatsoever (including, without limitation, usury laws), (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by the Borrower or the Borrowing Subsidiary Company under or in connection with any of this Agreement, the Operative Notes or the Security Documents, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Lenders or the Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to this Guaranty to, the obligations of the Guarantors hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the Borrower Company to the Banks or the Borrowing Subsidiary to the Lenders or the Agent Agents which may be required to be returned to the Borrower or the Borrowing Subsidiary Company or to its representative or to a trustee, custodian or custodianor receiver for the Borrower or the Borrowing SubsidiaryCompany.

Waivers and Other Agreements. Each Guarantor The Company hereby unconditionally (a) waives any requirement that the Lenders Banks or the Agent, upon the occurrence of an Event of Default first make demand upon, or seek to enforce remedies against the any Subsidiary Borrower or the Borrowing Subsidiary before demanding payment under or seeking to enforce this Guarantythe obligations of the Company hereunder, (b) covenants that this Guaranty the obligations of the Company hereunder will not be discharged except by complete performance of all obligations of the Borrower or the Borrowing Subsidiary Borrowers contained in this Agreement and the Operative DocumentsNotes, (c) agrees that this Guaranty the obligations of the Company hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of this Agreement or the Operative Documents or any of the Guaranteed ObligationsNotes, or any limitation on the liability of the Borrower or the Borrowing Subsidiary Borrowers thereunder, or any limitation on the method or terms of payment thereunder which may or hereafter be caused or imposed in any manner whatsoever (including, without limitation, usury laws), (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by the Borrower or the Borrowing Subsidiary Borrowers under or in connection with any of this Agreement or the Operative DocumentsNotes, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Lenders or the Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to this Guaranty to, the obligations of the Company hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the Borrower or the Borrowing Subsidiary Borrowers to the Lenders Banks or the Agent which may be required to be returned to the Borrower or the Borrowing Subsidiary Borrowers or to its their representative or to a trustee, custodian or receiver for the Borrower or the Borrowing Subsidiaryany Subsidiary Borrower.

Waivers and Other Agreements. Each Guarantor hereby unconditionally (a) waives any requirement that the Lenders or the AgentLender, upon the occurrence of an Event of Default first make demand upon, or seek to enforce remedies against the Borrower Company or the Borrowing Subsidiary any Account Party before demanding payment under or seeking to enforce this Guarantythe obligations of the Guarantors hereunder, (b) covenants that this Guaranty the obligations of the Guarantors hereunder will not be discharged except by complete performance of all obligations of the Borrower or Company and of each Account Party to the Borrowing Subsidiary contained in the Operative DocumentsLender, (c) agrees that this Guaranty the obligations of the Guarantors hereunder shall remain in full hill force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of the Operative Documents this Agreement or any of the Guaranteed Obligationsother Loan Document, or any limitation on the liability of the Borrower Company or the Borrowing Subsidiary any Account Party thereunder, or any limitation on the method or terms of payment thereunder which may or hereafter be caused or imposed in any manner whatsoever (including, without limitation, usury laws), (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by the Borrower Company or the Borrowing Subsidiary any Account Party under or in connection with any of the Operative DocumentsLoan Document, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Lenders or the Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to this Guaranty to, the obligations of the Guarantors hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the Borrower Company or the Borrowing Subsidiary any Account Party to the Lenders or the Agent Lender which may be required to be returned to the Borrower Company or the Borrowing Subsidiary any Account Party or to its representative or to a trustee, custodian or receiver for the Borrower Company or the Borrowing Subsidiaryany Account Party.

Waivers and Other Agreements. Each Guarantor hereby unconditionally ---------------------------- unconditionally (a) waives any requirement that the Lenders or the Agent, Agents upon the occurrence of an Event any default under any of Default the Operative Documents by any Borrower, first make demand upon, or seek to enforce remedies against the against, such Borrower or the Borrowing Subsidiary before demanding payment under or seeking to enforce this Guaranty, (b) covenants that this Guaranty will not be discharged except by complete performance of all obligations of the Borrower or the Borrowing Subsidiary Borrowers contained in the Operative Documents, (c) agrees that this Guaranty shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of the Operative Documents or any of the Guaranteed Obligations, or any limitation on the liability of the any Borrower or the Borrowing Subsidiary thereunder, or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever (including, without limitation, usury laws), (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by the any Borrower or the Borrowing Subsidiary under or in connection with any of the Operative Documents, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Lenders or the Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to to, this Guaranty and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the any Borrower or the Borrowing Subsidiary to the Lenders or the Agent which may be required to be returned to the Borrower or the Borrowing Subsidiary any Borrower, or to its any representative or to a trustee, custodian or receiver for any Borrower. The obligations of each of the Borrower Guarantors hereunder shall be complete and binding forthwith upon the execution of this Guaranty by it and subject to no condition whatsoever, precedent or the Borrowing Subsidiaryotherwise.

Waivers and Other Agreements. Each Guarantor The Company hereby unconditionally (a) waives any requirement that the Lenders Banks or the Agent, upon the occurrence of an Event of Default first make demand upon, or seek to enforce remedies against the Borrower or the any Borrowing Subsidiary before demanding payment under or seeking to enforce this Guarantythe obligations of the Company hereunder, (b) covenants that this Guaranty the obligations of the Company hereunder will not be discharged except by complete performance of all obligations of the Borrower or the Borrowing Subsidiary contained in this Agreement and the Operative DocumentsNotes, (c) agrees that this Guaranty the obligations of the Company hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of this Agreement or the Operative Documents or any of the Guaranteed ObligationsNotes, or any limitation on the liability of the Borrower or the Borrowing Subsidiary Subsidiaries thereunder, or any limitation on the method or terms of payment thereunder which may or hereafter be caused or imposed in any manner whatsoever (including, without limitation, usury laws), (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by the Borrower or the Borrowing Subsidiary Subsidiaries under or in connection with any of this Agreement or the Operative DocumentsNotes, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Lenders or the Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to this Guaranty to, the obligations of the Company hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the Borrower or the Borrowing Subsidiary Subsidiaries to the Lenders Banks or the Agent which may be required to be returned to the Borrower or the Borrowing Subsidiary Subsidiaries or to its representative or to a trustee, custodian or receiver for the Borrower or the Borrowing Subsidiaryany Borrowers.

Waivers and Other Agreements. Each Guarantor hereby unconditionally (a) waives any requirement that the Lenders Agent, the LC Issuer or the Agentany Lender or any Affiliate thereof, upon the occurrence of an Event of Default first make demand upon, or seek to enforce remedies against the Borrower or the Borrowing Subsidiary Company before demanding payment under or seeking to enforce this Guarantythe obligations of the Guarantors hereunder, (b) covenants that this Guaranty the obligations of the Guarantors hereunder will not be discharged except by complete performance of all obligations of the Borrower Company to the Agent, the LC Issuer or the Borrowing Subsidiary contained in the Operative Documentsany Lender or any Affiliate thereof, (c) agrees that this Guaranty the obligations of the Guarantors hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of the Operative Documents this Agreement or any of the Guaranteed Obligationsother Loan Document or any agreement or document executed in connection with any Rate Management Transaction, or any limitation on the liability of the Borrower or the Borrowing Subsidiary Company thereunder, or any limitation on the method or terms of payment thereunder which may or hereafter be caused or imposed in any manner whatsoever (including, without limitation, usury laws), (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by the Borrower or the Borrowing Subsidiary Company under or in connection with this Agreement or the Notes or any of the Operative Documentsagreement or document executed in connection with any Rate Management Transaction, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Lenders or the Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to this Guaranty to, the obligations of the Guarantors hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the Borrower or the Borrowing Subsidiary Company to the Lenders Agent, the LC Issuer or the Agent any Lender or any Affiliate thereof which may be required to be returned to the Borrower or the Borrowing Subsidiary Company or to its representative or to a trustee, custodian or receiver for the Borrower or the Borrowing SubsidiaryCompany.

Waivers and Other Agreements. Each The Guarantor hereby unconditionally (a) waives any requirement that the Lenders Agent or any Bank, in the Agentevent of any default by the Borrower, upon the occurrence of an Event of Default first make demand upon, or seek to enforce remedies against against, the Borrower or the Borrowing any Subsidiary Guarantor before demanding payment under or seeking to enforce this Guaranty, (b) covenants that this Guaranty will not be discharged except by complete performance of all obligations of the Borrower or the Borrowing Subsidiary contained in the Operative DocumentsDocuments constituting Guaranteed Obligations or by performance by the Guarantor of its obligations hereunder, (c) agrees that this Guaranty shall remain in full force and effect without regard to, and shall not be affected or impairedimpaired by, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of the Operative Documents or any of the Guaranteed ObligationsDocuments, or any limitation on the liability of the Borrower or the Borrowing any Subsidiary Guarantor thereunder, or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever (including, without limitation, usury laws)whatsoever, (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of of, any amount at any time payable by the Borrower or the Borrowing any Subsidiary Guarantor under or in connection with with, any of the Operative Documents, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Lenders or the Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to to, this Guaranty Guaranty, and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the Borrower or the Borrowing any Subsidiary Guarantor to the Lenders Agent or any Bank relating to the Agent Guaranteed Obligations which may be required to be returned to the Borrower or the Borrowing to any Subsidiary Guarantor or to its representative or to a trustee, custodian or receiver for the Borrower or any Subsidiary Guarantor pursuant to any applicable law governing insolvency, bankruptcy or the Borrowing Subsidiaryassignment of assets for the benefit of creditors.

Waivers and Other Agreements. Each The Guarantor hereby unconditionally (a) waives any requirement that the Lenders or the AgentBank, upon the occurrence of an Event of Default first make demand upon, or seek to enforce remedies against the either Borrower or the Borrowing Subsidiary before demanding payment under or seeking to enforce this Guarantythe obligations of the Guarantor hereunder, (b) covenants that this Guaranty the obligations of the Guarantor hereunder will not be discharged except by complete performance of all obligations of the Borrower or Borrowers to the Borrowing Subsidiary contained in the Operative DocumentsBank, (c) agrees that this Guaranty the obligations of the Guarantor hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of the Operative Documents Agreements or any of the Guaranteed ObligationsOperative Document, or any limitation on the liability of the either Borrower or the Borrowing Subsidiary thereunder, or any limitation on the method or terms of payment thereunder which may or hereafter be caused or imposed in any manner whatsoever (including, without limitation, usury laws), (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by the either Borrower or the Borrowing Subsidiary under or in connection with any of the Operative DocumentsAgreements or the Notes, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Lenders or the Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to this Guaranty to, the obligations of the Guarantor hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the either Borrower or the Borrowing Subsidiary to the Lenders or the Agent Bank which may be required to be returned to the such Borrower or the Borrowing Subsidiary or to its representative or to a trustee, custodian or receiver for the Borrower or the Borrowing Subsidiarysuch Borrower.

Waivers and Other Agreements. Each The Guarantor hereby unconditionally (a) waives any requirement that the Lenders or the Administrative Agent, upon in the occurrence event of an Event of Default any default by the Borrower, first make demand upon, or seek to enforce remedies against against, the Borrower or the Borrowing Subsidiary before demanding payment under or seeking to enforce this Guaranty, (b) covenants that this Guaranty will not be discharged except by complete performance of all obligations of the Borrower or the Borrowing Subsidiary contained in the Operative Documents, (c) agrees that this Guaranty shall remain in full force and effect without regard GUARANTY AGREEMENT ------------------ to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of the Operative Documents or any of the Guaranteed ObligationsDocuments, or any limitation on the liability of the Borrower or the Borrowing Subsidiary thereunder, or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever (including, without limitation, usury laws)whatsoever, (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by the Borrower or the Borrowing Subsidiary under or in connection with with, any of the Operative Documents, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Lenders or the Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to to, this Guaranty and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the Borrower or the Borrowing Subsidiary to the Lenders or the Agent which may be required to be returned to the Borrower or the Borrowing Subsidiary Borrower, or to its representative or to a trustee, custodian or receiver for the Borrower or the Borrowing SubsidiaryBorrower.

Waivers and Other Agreements. Each Guarantor hereby unconditionally (a) waives any requirement that the Lenders or the Administrative Agent, upon the occurrence of an Event of Default first make demand upon, or seek to enforce remedies against the Borrower or any other Guarantor or any other party now or hereafter liable, whether as Guarantor or otherwise, for any of the Borrowing Subsidiary Guaranteed Obligations, before demanding payment under or seeking to enforce this Guaranty, (b) covenants that this Guaranty will not be discharged except by complete performance of all obligations of the Borrower or the Borrowing Subsidiary contained in the Operative Documents, (c) agrees that this Guaranty shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of the Operative Documents or any of the Guaranteed ObligationsDocuments, or any limitation on the liability of Borrower thereunder (other than those limitations expressly set forth in the Borrower or the Borrowing Subsidiary thereunderother Loan Documents), or any limitation on the method or terms of payment thereunder which may or hereafter be caused or imposed in any manner whatsoever (including, without limitation, usury laws), (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of of, any amount at any time payable by the Borrower or the Borrowing Subsidiary under or in connection with any of the Operative Documents, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or FORM OF SUBSIDIARY 2 GUARANTY AGREEMENT otherwise to preserve any rights of the Lenders or the Administrative Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to this Guaranty to the extent permitted by applicable law and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the Borrower or the Borrowing Subsidiary to the Lenders or the Administrative Agent which may be required to be returned to the Borrower or the Borrowing Subsidiary or to its representative or to a trustee, custodian or receiver for the Borrower or the Borrowing SubsidiaryBorrower.

Waivers and Other Agreements. Each Guarantor hereby unconditionally unconditionally: (a) waives any requirement that the Lenders or the AgentNoteholders, upon the occurrence of an Event of Default Default, first make demand upon, or seek to enforce remedies against against, the Borrower or the Borrowing Subsidiary Company before demanding payment under or seeking to enforce the obligations of such Guarantor under this Unconditional Guaranty, ; (b) covenants agrees that the obligations of such Guarantor under this Unconditional Guaranty will not be discharged except by complete performance of all obligations of the Borrower or the Borrowing Subsidiary Company contained in the Operative Note Agreement, the Notes and the other Financing Documents, ; (c) agrees that the obligations of such Guarantor under this Unconditional Guaranty shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of the Operative Documents Note Agreement, the Notes or any of the Guaranteed Obligationsother Financing Document, or any limitation on the liability of the Borrower or the Borrowing Subsidiary thereunderany Guarantor under this Unconditional Guaranty, or any limitation on the method or terms of payment thereunder under the Note Agreement, the Notes or any other Financing Document which may or hereafter at any time be caused or imposed in any manner whatsoever (including, without limitation, usury laws), ; (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by the Borrower or the Borrowing Subsidiary Company under or in connection with the Note Agreement, the Notes or any of the Operative Documentsother Financing Document, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Lenders or the Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to to, the obligations of such Guarantor under this Guaranty and Unconditional Guaranty; and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the Borrower or the Borrowing Subsidiary to the Lenders extent the Company makes a payment or the Agent payments to any Noteholder, which may be required payment or payments or any part thereof are subsequently invalidated, declared to be returned fraudulent or preferential, set aside or required, for any of the foregoing reasons or for any other reason, to be repaid or paid over to a custodian, trustee, receiver or any other party or officer under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, state or federal law, or any common law or equitable cause, then to the Borrower extent of such payment or repayment, the Borrowing Subsidiary obligation or part thereof intended to its representative or to a trustee, custodian or receiver be satisfied shall be revived and continued in full force and effect as if said payment had not been made and each Guarantor shall be primarily liable for the Borrower or the Borrowing Subsidiarysuch obligation.

Waivers and Other Agreements. Each Guarantor hereby unconditionally (a) waives any requirement that the Lenders Banks or the Agent, upon the occurrence of an Event of Default first make demand upon, or seek to enforce remedies against the any Borrower or the Borrowing Subsidiary before demanding payment under or seeking to enforce this Guarantythe obligations of any Guarantor hereunder, (b) covenants that this Guaranty the obligations of each Guarxxxxx xxreunder will not be discharged except by complete performance of all obligations of the Borrower or the Borrowing Subsidiary Borrowers contained in this Agreement, the Operative Notes and the other Loan Documents, (c) agrees that this Guaranty the obligations of each Guarantor hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of this Agreement, the Operative Documents Notes or any of the Guaranteed Obligationsother Loan Document, or any limitation on the liability of the Borrower or the Borrowing Subsidiary any Guarantor thereunder, or any limitation on the method or terms of payment thereunder which may or hereafter be caused or imposed in any manner whatsoever (including, without limitation, usury laws), (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by the any Borrower or the Borrowing Subsidiary under or in connection with this Agreement, the Notes or any of the Operative Documentsother Loan Document, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Lenders or the Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to this Guaranty to, the obligations of any Guarantor hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the any Borrower or the Borrowing Subsidiary to the Lenders Banks or the Agent which may be required to be returned to the any Borrower or the Borrowing Subsidiary or to its representative or to a trustee, custodian or receiver for the Borrower or the Borrowing Subsidiaryany Borrower.

Waivers and Other Agreements. Each Guarantor hereby unconditionally (a) waives any requirement that the Lenders or the Agent, Agents upon the occurrence of an Event any default under any of Default the Operative Documents by any Borrower, first make demand upon, or seek to enforce remedies against the against, such Borrower or the Borrowing Subsidiary before demanding payment under or seeking to enforce this Guaranty, (b) covenants that this Guaranty will not be discharged except by complete performance of all obligations of the Borrower or the Borrowing Subsidiary Borrowers contained in the Operative Documents, (c) AMENDED AND RESTATED GUARANTY AGREEMENT --------------------------------------- agrees that this Guaranty shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of the Operative Documents or any of the Guaranteed Obligations, or any limitation on the liability of the any Borrower or the Borrowing Subsidiary thereunder, or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever (including, without limitation, usury laws), (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by the any Borrower or the Borrowing Subsidiary under or in connection with any of the Operative Documents, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Lenders or the Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to to, this Guaranty and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the any Borrower or the Borrowing Subsidiary to the Lenders or the Agent which may be required to be returned to the Borrower or the Borrowing Subsidiary any Borrower, or to its any representative or to a trustee, custodian or receiver for any Borrower. The obligations of each of the Borrower Guarantors hereunder shall be complete and binding forthwith upon the execution of this Guaranty by it and subject to no condition whatsoever, precedent or the Borrowing Subsidiaryotherwise.

Waivers and Other Agreements. Each Guarantor The Company hereby unconditionally (a) waives any requirement that the Lenders or the Administrative Agent, upon the occurrence of an Event of a Default first make demand upon, or seek to enforce remedies against the any Subsidiary Borrower or the Borrowing Subsidiary before demanding payment under or seeking to enforce this Guarantythe obligations of the Company hereunder, (b) covenants that this Guaranty the obligations of the Company hereunder will not be discharged except by complete performance of all obligations of the each Subsidiary Borrower or the Borrowing Subsidiary contained in this Agreement and the Operative DocumentsNotes, (c) agrees that this Guaranty the obligations of the Company hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of this Agreement or the Operative Documents or any of the Guaranteed ObligationsNotes, or any limitation on the liability of the any Subsidiary Borrower or the Borrowing Subsidiary thereunder, or any limitation on the method or terms of payment thereunder which may or hereafter be caused or imposed in any manner whatsoever (including, without limitation, usury laws), (d) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by the any Subsidiary Borrower or the Borrowing Subsidiary under or in connection with any of this Agreement or the Operative DocumentsNotes, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Lenders or the Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to this Guaranty to, the obligations of the Company hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the any Subsidiary Borrower or the Borrowing Subsidiary to the Lenders or the Administrative Agent which may be required to be returned to the such Subsidiary Borrower or the Borrowing Subsidiary or to its their representative or to a trustee, custodian or receiver for the Borrower or the Borrowing Subsidiarysuch Subsidiary Borrower.

Waivers and Other Agreements. Each Guarantor hereby unconditionally (ai) waives any requirement that the Lenders or the AgentLender, upon the occurrence of an Event of a Default first make demand upon, or seek to enforce remedies against the against, Borrower or the Borrowing Subsidiary any other Guarantor before demanding payment under or seeking to enforce this Guarantythe obligations of any Guarantor hereunder, (bii) covenants that this Guaranty the obligations of the Guarantors hereunder will not be discharged except by complete performance of all obligations of the Borrower or the Borrowing Subsidiary contained in this Agreement and the Operative DocumentsNotes, (ciii) agrees that this Guaranty the obligations of the Guarantors hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of this Agreement, the Operative Documents Notes or any of the Guaranteed Obligationssecurity agreement ("Security Document"), or any limitation on the liability of the Borrower or the Borrowing Subsidiary thereunder, or any limitation on the method or terms of payment thereunder which may or hereafter be caused or imposed in any manner whatsoever (including, without limitation, usury laws), (div) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by the Borrower or the Borrowing Subsidiary under or in connection with any of this Agreement or the Operative DocumentsNotes, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Lenders or the Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to this Guaranty to, the obligations of the Guarantors hereunder and (ev) agrees that the Guaranteed Obligations shall include any amounts paid by the Borrower or the Borrowing Subsidiary to the Lenders or the Agent Lender which may be required to be returned to the Borrower or the Borrowing Subsidiary any Guarantor or to its representative or to a any representative, trustee, custodian or receiver for the Borrower or the Borrowing Subsidiaryany such Guarantor.

Waivers and Other Agreements. Each Guarantor hereby unconditionally (ai) waives any requirement that the Lenders or the Agentyou, upon the occurrence of an Event of a Default first make demand upon, or seek to enforce remedies against the against, Borrower or the Borrowing Subsidiary any other Guarantor before demanding payment under or seeking to enforce this Guarantythe obligations of any Guarantor hereunder, (bii) covenants that this Guaranty the obligations of the Guarantors hereunder will not be discharged except by complete performance of all obligations of the Borrower or the Borrowing Subsidiary contained in this Agreement and the Operative DocumentsNote, (ciii) agrees that this Guaranty the obligations of the Guarantors hereunder shall remain in full force and effect without regard to, and shall not be affected or impaired, without limitation, by any invalidity, irregularity or unenforceability in whole or in part of any of this Agreement, the Operative Documents Note or any of the Guaranteed Obligations, other Loan Document or any limitation on the liability of the Borrower or the Borrowing Subsidiary thereunder, or any limitation on the method or terms of payment thereunder which may or hereafter be caused or imposed in any manner whatsoever (including, without limitation, usury laws), (div) waives diligence, presentment and protest with respect to, and any notice of default or dishonor in the payment of any amount at any time payable by the Borrower or the Borrowing Subsidiary under or in connection with any of this Agreement or the Operative DocumentsNote, and further waives notice of any of the matters referred to in paragraph 4 below, and further waives all notices which may be required by statute, rule of law or otherwise to preserve any rights of the Lenders or the Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to this Guaranty to, the obligations of the Guarantors hereunder and (ev) agrees that the Guaranteed Obligations shall include any amounts paid by the Borrower or the Borrowing Subsidiary to the Lenders or the Agent you which may be required to be returned to the Borrower or the Borrowing Subsidiary any Guarantor or to its representative or to a any representative, trustee, custodian or receiver for the Borrower or the Borrowing Subsidiaryany such Guarantor.