Common use of Waivers and Other Agreements Clause in Contracts

Waivers and Other Agreements. The Guarantor hereby unconditionally (a) waives any requirement that the Banks or the Agent, upon the occurrence of an "Event of 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, any or all of the Borrowing 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 Borrowing Subsidiaries contained in the Credit 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 the Credit Agreements, or any limitation on the liability of any of the Borrowing 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, (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 Borrowing Subsidiaries under or in connection with the Credit Agreements, and further waives 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 any of the Borrowing Subsidiaries to any Bank or the Agent which may be required to be returned to any of the Borrowing Subsidiaries, or to its representative or to a trustee, custodian or receiver for any of the Borrowing Subsidiaries.

Waivers and Other Agreements. The Each Guarantor hereby unconditionally (a) waives any requirement that the Banks or the Agent, upon the occurrence of an "Event of 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, Default first make demand upon, or seek to enforce remedies against, against any or all of the Borrowing Subsidiaries Borrower 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 Borrowing Subsidiaries Borrowers contained in this Agreement, the Credit AgreementsNotes 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 this Agreement, the Credit AgreementsNotes or any other Loan Document, or any limitation on the liability of any of the Borrowing Subsidiaries 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 whatsoeverwhatsoever (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 any of the Borrowing Subsidiaries Borrower under or in connection with this Agreement, the Credit AgreementsNotes or any other Loan Document, and further waives any requirement of notice of acceptance of, or other formality relating to, this Guaranty the obligations of any Guarantor hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by any of Borrower to the Borrowing Subsidiaries to any Bank Banks or the Agent which may be required to be returned to any of the Borrowing Subsidiaries, Borrower or to its representative or to a trustee, custodian or receiver for any of the Borrowing SubsidiariesBorrower.

Waivers and Other Agreements. The Each Guarantor hereby unconditionally (a) waives any requirement that the Banks Lenders or the Agent, upon the occurrence of an "Event of 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, Default first make demand upon, or seek to enforce remedies against, any against the Borrower or all of the Borrowing Subsidiaries 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 Subsidiaries Subsidiary contained in the Credit AgreementsOperative 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 Credit AgreementsOperative Documents or any of the Guaranteed Obligations, or any limitation on the liability of any of the Borrower or the Borrowing Subsidiaries 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 whatsoeverwhatsoever (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 any of the Borrower or the Borrowing Subsidiaries Subsidiary under or in connection with any of the Credit AgreementsOperative 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 any of the Borrower or the Borrowing Subsidiaries Subsidiary to any Bank the Lenders or the Agent which may be required to be returned to any of the Borrower or the Borrowing Subsidiaries, Subsidiary or to its representative or to a trustee, custodian or receiver for any of the Borrower or the Borrowing SubsidiariesSubsidiary.

Waivers and Other Agreements. The Guarantor Company hereby unconditionally (a) waives any requirement that the Banks Lenders or the Agent, upon the occurrence of an "Event of 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, Default first make demand upon, or seek to enforce remedies against, against any or all of the Borrowing Subsidiaries 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 Borrowing Subsidiaries contained in this Agreement and the Credit AgreementsNotes, (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 this Agreement or the Credit AgreementsNotes, or any limitation on the liability of any of the Borrowing 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 whatsoeverwhatsoever (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 any of the Borrowing Subsidiaries under or in connection with this Agreement or the Credit AgreementsNotes, and further waives any requirement of notice of acceptance of, or other formality relating to, this Guaranty the obligations of the Company hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by any of the Borrowing Subsidiaries to any Bank the Lenders or the Agent which may be required to be returned to any of the Borrowing Subsidiaries, Subsidiaries or to its their representative or to a trustee, custodian or receiver for any of the Borrowing SubsidiariesSubsidiary.

Waivers and Other Agreements. The Guarantor Company hereby unconditionally (a) waives any requirement that the Banks or the Agent, upon the occurrence of an "Event of 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, Default first make demand upon, or seek to enforce remedies against, against any or all of the Borrowing Subsidiaries 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 Borrowing Subsidiaries Subsidiary contained in this Agreement and the Credit AgreementsNotes, (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 this Agreement, the Credit AgreementsNotes or any other Loan Document, or any limitation on the liability of any of the Borrowing 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 whatsoeverwhatsoever (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 any of the Borrowing Subsidiaries under or in connection with this Agreement, the Credit AgreementsNotes or any other Loan Document, and further waives any requirement of notice of acceptance of, or other formality relating to, this Guaranty the obligations of the Company hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by any of the Borrowing Subsidiaries to any Bank the Banks or the Agent which may be required to be returned to any of the Borrowing Subsidiaries, Subsidiaries or to its representative or to a trustee, custodian or receiver for any of the Borrowing SubsidiariesBorrowers.

Waivers and Other Agreements. The Guarantor hereby unconditionally (a) waives any requirement that the Banks or the Agent, upon the occurrence of an "Event of Default" (as defined in the Credit Loan Agreement) or an event of default under any of the Other other Loan Documents Agreements by any of the Borrowing Subsidiaries, first make demand upon, or seek to enforce remedies against, any or all of the Borrowing 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 Borrowing Subsidiaries contained in the Credit Loan 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 the Credit Loan Agreements, or any limitation on the liability of any of the Borrowing 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, (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 Borrowing Subsidiaries under or in connection with the Credit Loan Agreements, and further waives 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 any of the Borrowing Subsidiaries to any Bank or the Agent which may be required to be returned to any of the Borrowing Subsidiaries, or to its representative or to a trustee, custodian or receiver for any of the Borrowing Subsidiaries, 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. The Each Guarantor hereby unconditionally (a) waives any requirement that the Banks Lenders or the Agent, upon the occurrence of an "Event of 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, Default first make demand upon, or seek to enforce remedies against, any or all of against the Borrowing Subsidiaries 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 Borrowing Subsidiaries Company contained in the Credit AgreementsLoan 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 this Agreement or the Credit AgreementsNotes, or any limitation on the liability of any of the Borrowing Subsidiaries Company thereunder, or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoeverwhatsoever (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 any of the Borrowing Subsidiaries Company under or in connection with the Credit AgreementsLoan Documents, and further waives any requirement of notice of acceptance of, or other formality relating to, this Guaranty the obligations of the Guarantors hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by any of the Borrowing Subsidiaries Company to any Bank the Lenders or the Agent which may be required to be returned to any of the Borrowing Subsidiaries, Company or to its representative or to a trustee, custodian or receiver for the Company, and this Guaranty shall continue to be effective, or be reinstated, as the case may be, with respect to any of the Borrowing Subsidiariesamounts which may be required to be so returned.

Waivers and Other Agreements. The Guarantor hereby unconditionally (a) waives any requirement that the Banks or the Agent, upon the occurrence of an "Event of Default" (as defined in the Credit Loan Agreement) or an event of default under any of the Other other Loan Documents Agreements by any of the Borrowing SubsidiariesBorrowers, first make demand upon, or seek to enforce remedies against, any or all of the Borrowing Subsidiaries 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 Borrowing Subsidiaries Borrowers contained in the Credit Loan 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 the Credit Loan Agreements, or any limitation on the liability of any of the Borrowing Subsidiaries 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, (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 Borrowing Subsidiaries Borrowers under or in connection with the Credit Loan Agreements, and further waives 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 any of the Borrowing Subsidiaries Borrowers to any Bank or the Agent which may be required to be returned to any of the Borrowing SubsidiariesBorrowers, or to its representative or to a trustee, custodian or receiver for any of the Borrowing SubsidiariesBorrowers, 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. The Guarantor hereby unconditionally (a) waives any requirement that the Banks or the Administrative Agent, upon the occurrence of an "Event of 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, Default first make demand upon, or seek to enforce remedies againstagainst Borrower, any or all of the Borrowing 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 Borrowing Subsidiaries Borrower contained in the Credit AgreementsOperative 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 Credit AgreementsOperative Documents, or any limitation on the liability of any of Borrower thereunder (other than those limitations expressly set forth in the Borrowing Subsidiaries thereunderother Loan Documents), or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoeverwhatsoever (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 any of the Borrowing Subsidiaries Borrower under or in connection with any of the Credit AgreementsOperative 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 Administrative Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to, 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 any of Borrower to the Borrowing Subsidiaries to any Bank or the Administrative Agent which may be required to be returned to any of the Borrowing Subsidiaries, or to its representative Borrower or to a trustee, custodian or receiver for any of the Borrowing SubsidiariesBorrower.

Waivers and Other Agreements. The Each Guarantor hereby unconditionally (a) waives any requirement that the Banks or the Agent, upon the occurrence of an "Event of 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, Default first make demand upon, or seek to enforce remedies against, against any or all of the Borrowing Subsidiaries 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 Borrowing Subsidiaries Borrowers contained in the Credit AgreementsOperative 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 Credit AgreementsOperative Documents, or any limitation on the liability of any of the Borrowing Subsidiaries 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 whatsoeverwhatsoever (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 any of the Borrowing Subsidiaries Borrower under or in connection with any of the Credit AgreementsOperative Documents, and further waives 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 Borrower to the Borrowing Subsidiaries to any Bank Banks or the Agent which may be required to be returned to any of the Borrowing Subsidiaries, Borrower or to its representative or to a trustee, custodian or receiver for any of the Borrowing SubsidiariesBorrower.

Waivers and Other Agreements. The Each Guarantor hereby unconditionally ---------------------------- (a) waives any requirement that the Banks or the AgentBank, upon the occurrence of an "Event of 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, Default first make demand upon, or seek to enforce remedies against, any or all of against the Borrowing Subsidiaries 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 Borrowing Subsidiaries contained in Company to the Credit AgreementsBank, (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 the Credit Agreementsthis Agreement or any other Operative Document, or any limitation on the liability of any of the Borrowing Subsidiaries Company thereunder, or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoeverwhatsoever (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 any of the Borrowing Subsidiaries Company under or in connection with this Agreement or the Credit AgreementsNote, and further waives any requirement of notice of acceptance of, or other formality relating to, this Guaranty the obligations of the Guarantors hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by any of the Borrowing Subsidiaries Company to any the Bank or the Agent which may be required to be returned to any of the Borrowing Subsidiaries, Company or to its representative or to a trustee, custodian or receiver for any of the Borrowing SubsidiariesCompany.

Waivers and Other Agreements. The Guarantor Company hereby unconditionally (a) waives any requirement that the Banks or the Agent, upon the occurrence of an "Event of 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, Default first make demand upon, or seek to enforce remedies against, against any or all of the Borrowing Subsidiaries 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 Borrowing Subsidiaries Subsidiary contained in this Agreement and the Credit AgreementsNotes, (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 this Agreement or the Credit AgreementsNotes, or any limitation on the liability of any of the Borrowing 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 whatsoeverwhatsoever (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 any of the Borrowing Subsidiaries under or in connection with this Agreement or the Credit AgreementsNotes, and further waives any requirement of notice of acceptance of, or other formality relating to, this Guaranty the obligations of the Company hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by any of the Borrowing Subsidiaries to any Bank the Banks or the Agent which may be required to be returned to any of the Borrowing Subsidiaries, Subsidiaries or to its representative or to a trustee, custodian or receiver for any of the Borrowing SubsidiariesBorrowers.

Waivers and Other Agreements. The Each Guarantor hereby unconditionally (a) waives any requirement that the Banks Lenders or the Agent, Agents upon the occurrence of an "Event of Default" (as defined in the Credit Agreement) or an event of any default under any of the Other Loan Operative Documents by any of the Borrowing SubsidiariesBorrower, first make demand upon, or seek to enforce remedies against, any or all of the Borrowing Subsidiaries such 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 Borrowing Subsidiaries Borrowers contained in the Credit AgreementsOperative 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 the Credit Agreements, Operative Documents or any limitation on the liability of any of the Borrowing Subsidiaries Borrower thereunder, or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoeverwhatsoever (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 any of the Borrowing Subsidiaries Borrower under or in connection with the Credit AgreementsOperative Documents, and further waives 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 any of Borrower to the Borrowing Subsidiaries to any Bank or the Agent Lenders which may be required to be returned to any of the Borrowing SubsidiariesBorrower, or to its any representative or to a trustee, custodian or receiver for any Borrower. The obligations of each of the Borrowing SubsidiariesGuarantors hereunder shall be complete and binding forthwith upon the execution of this Guaranty by it and subject to no condition whatsoever, precedent or otherwise.

Waivers and Other Agreements. The Each Guarantor hereby unconditionally (a) waives any requirement that the Banks or the Agent, upon the occurrence of an "Event of 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, Default first make demand upon, or seek to enforce remedies against, against any or all of the Borrowing Subsidiaries Borrower 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 Borrowing Subsidiaries Borrowers contained in this Agreement, the Credit AgreementsNotes 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 this Agreement, the Credit AgreementsNotes or any other Loan Document, or any limitation on the liability of any of the Borrowing Subsidiaries 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 whatsoeverwhatsoever (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 any of the Borrowing Subsidiaries Borrower under or in connection with this Agreement, the Credit AgreementsNotes or any other Loan Document, and further waives any requirement of notice of acceptance of, or other formality relating to, this Guaranty the obligations of any Guarantor hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by any of Borrower to the Borrowing Subsidiaries to any Bank Banks or the Agent which may be required to be returned to any of the Borrowing Subsidiaries, Borrower or to its representative or to a trustee, custodian or receiver for any of the Borrowing SubsidiariesBorrower.

Waivers and Other Agreements. The Guarantor hereby unconditionally (a) waives any requirement that the Banks Lenders or the Administrative Agent, upon the occurrence of an "Event of Default" (as defined in the Credit Agreement) or an event of any default under any of by the Other Loan Documents by any of the Borrowing SubsidiariesBorrower, first make demand upon, or seek to enforce remedies against, any or all of the Borrowing Subsidiaries 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 Borrowing Subsidiaries Borrower contained in the Credit AgreementsOperative Documents, (c) agrees that this Guaranty shall remain in full force and effect without regard GUARANTY AGREEMENT ------------------ -2- 153 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 Credit AgreementsOperative Documents, or any limitation on the liability of any of the Borrowing Subsidiaries Borrower 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, (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 Borrowing Subsidiaries Borrower under or in connection with with, any of the Credit AgreementsOperative Documents, and further waives 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 any of the Borrowing Subsidiaries to any Bank or the Agent Borrower which may be required to be returned to any of the Borrowing SubsidiariesBorrower, or to its representative or to a trustee, custodian or receiver for any of the Borrowing SubsidiariesBorrower.

Waivers and Other Agreements. The Each Guarantor hereby unconditionally (a) waives any requirement that the Banks or the AgentLender, upon the occurrence of an "Event of 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, Default first make demand upon, or seek to enforce remedies against, against the Company or any or all of the Borrowing Subsidiaries 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 Borrowing Subsidiaries contained in Company and of each Account Party to the Credit AgreementsLender, (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 the Credit Agreementsthis Agreement or any other Loan Document, or any limitation on the liability of the Company or any of the Borrowing Subsidiaries Account Party thereunder, or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoeverwhatsoever (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 Company or any of the Borrowing Subsidiaries Account Party under or in connection with the Credit Agreementsany Loan Document, and further waives any requirement of notice of acceptance of, or other formality relating to, this Guaranty the obligations of the Guarantors hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the Company or any of Account Party to the Borrowing Subsidiaries to any Bank or the Agent Lender which may be required to be returned to the Company or any of the Borrowing Subsidiaries, Account Party or to its representative or to a trustee, custodian or receiver for the Company or any of the Borrowing SubsidiariesAccount Party.

Waivers and Other Agreements. The Guarantor Company hereby unconditionally (a) waives any requirement that the Banks or the Agent, upon the occurrence of an "Event of 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, Default first make demand upon, or seek to enforce remedies against, against any or all of the Borrowing Subsidiaries Subsidiary Borrower 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 Borrowing Subsidiaries Subsidiary Borrowers contained in this Agreement and the Credit AgreementsNotes, (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 this Agreement or the Credit AgreementsNotes, or any limitation on the liability of any of the Borrowing Subsidiaries 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 whatsoeverwhatsoever (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 any of the Borrowing Subsidiaries Subsidiary Borrowers under or in connection with this Agreement or the Credit AgreementsNotes, and further waives any requirement of notice of acceptance of, or other formality relating to, this Guaranty the obligations of the Company hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by any of the Borrowing Subsidiaries Subsidiary Borrowers to any Bank the Banks or the Agent which may be required to be returned to any of the Borrowing Subsidiaries, Subsidiary Borrowers or to its their representative or to a trustee, custodian or receiver for any of the Borrowing SubsidiariesSubsidiary Borrower.

Waivers and Other Agreements. The Each Guarantor hereby unconditionally (a) waives any requirement that the Banks Agent, the LC Issuer or the Agentany Lender or any Affiliate thereof, upon the occurrence of an "Event of 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, Default first make demand upon, or seek to enforce remedies against, any or all of against the Borrowing Subsidiaries 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 Borrowing Subsidiaries contained in Company to the Credit AgreementsAgent, the LC Issuer or any 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 the Credit Agreementsthis Agreement or any other Loan Document or any agreement or document executed in connection with any Rate Management Transaction, or any limitation on the liability of any of the Borrowing Subsidiaries Company thereunder, or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoeverwhatsoever (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 any of the Borrowing Subsidiaries Company under or in connection with this Agreement or the Credit AgreementsNotes or any agreement or document executed in connection with any Rate Management Transaction, and further waives any requirement of notice of acceptance of, or other formality relating to, this Guaranty the obligations of the Guarantors hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the Company to the Agent, the LC Issuer or any of the Borrowing Subsidiaries to Lender or any Bank or the Agent Affiliate thereof which may be required to be returned to any of the Borrowing Subsidiaries, Company or to its representative or to a trustee, custodian or receiver for any of the Borrowing SubsidiariesCompany.

Waivers and Other Agreements. The Each Guarantor hereby unconditionally (ai) waives any requirement that the Banks or the AgentLender, upon the occurrence of an "Event of 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, a Default first make demand upon, or seek to enforce remedies against, Borrower or any or all of the Borrowing Subsidiaries 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 Borrowing Subsidiaries Borrower contained in this Agreement and the Credit AgreementsNotes, (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 this Agreement, the Credit AgreementsNotes or any security agreement ("Security Document"), or any limitation on the liability of any of the Borrowing Subsidiaries Borrower thereunder, or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoeverwhatsoever (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 any of the Borrowing Subsidiaries Borrower under or in connection with this Agreement or the Credit AgreementsNotes, and further waives any requirement of notice of acceptance of, or other formality relating to, this Guaranty the obligations of the Guarantors hereunder and (ev) agrees that the Guaranteed Obligations shall include any amounts paid by any of the Borrowing Subsidiaries Borrower to any Bank or the Agent Lender which may be required to be returned to Borrower or any of the Borrowing Subsidiaries, Guarantor or to its representative or to a any representative, trustee, custodian or receiver for Borrower or any of the Borrowing Subsidiariessuch Guarantor.

Waivers and Other Agreements. The Guarantor hereby unconditionally (a) waives any requirement that the Banks or the AgentNBD, upon the occurrence of an "Event of Default" (as defined in the Credit Agreement) or an event of any default under any of by the Other Loan Documents by any of the Borrowing SubsidiariesCompany, first make GUARANTY AGREEMENT-NBD 57 demand upon, or seek to enforce remedies against, any or all of the Borrowing Subsidiaries Company 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 full payment of the Borrowing Subsidiaries contained in the Credit AgreementsGuaranteed Obligations, (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 Credit AgreementsOperative Documents, or any limitation on the liability of any of the Borrowing Subsidiaries Company 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, (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 Borrowing Subsidiaries Company under or in connection with with, any of the Credit AgreementsOperative Documents, and further waives 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 any of the Borrowing Subsidiaries Company to any Bank or the Agent NBD which may be required to be returned to any of the Borrowing Subsidiaries, Company or to its representative or to a trustee, custodian or receiver for any of the Borrowing SubsidiariesCompany.

Waivers and Other Agreements. The Guarantor Company hereby unconditionally (a) waives any requirement that the Banks or the AgentLender, upon the occurrence of an "Event of a 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, upon or seek to enforce remedies against, against any or all of the Borrowing Subsidiaries Subsidiary Borrower 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 Borrowing Subsidiaries each Subsidiary Borrower contained in this Agreement and the Credit AgreementsNotes, (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 this Agreement or the Credit AgreementsNotes, or any limitation on the liability of any of the Borrowing Subsidiaries Subsidiary Borrower thereunder, or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoeverwhatsoever (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 any of the Borrowing Subsidiaries Subsidiary Borrower under or in connection with this Agreement or the Credit AgreementsNotes, and further waives any requirement of notice of acceptance of, or other formality relating to, this Guaranty the obligations of the Company hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by any of Subsidiary Borrower to the Borrowing Subsidiaries to any Bank or the Agent Lender which may be required to be returned to any of the Borrowing Subsidiaries, such Subsidiary Borrower or to its their representative or to a trustee, custodian or receiver for any of the Borrowing Subsidiariessuch Subsidiary Borrower.

Waivers and Other Agreements. The Each Guarantor hereby unconditionally (a) waives any requirement that the Banks or the AgentAgents, upon the occurrence of an "Event of 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, Default first make demand upon, or seek to enforce remedies against, any or all of against the Borrowing Subsidiaries 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 Borrowing Subsidiaries Company contained in this Agreement, the Credit AgreementsNotes 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 this Agreement, the Credit AgreementsNotes or the Security Documents, or any limitation on the liability of any of the Borrowing Subsidiaries Company thereunder, or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoeverwhatsoever (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 any of the Borrowing Subsidiaries Company under or in connection with this Agreement, the Credit AgreementsNotes or the Security Documents, and further waives any requirement of notice of acceptance of, or other formality relating to, this Guaranty the obligations of the Guarantors hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by any of the Borrowing Subsidiaries Company to any Bank the Banks or the Agent Agents which may be required to be returned to any of the Borrowing Subsidiaries, Company or to its representative or to a trustee, custodian or custodianor receiver for any of the Borrowing SubsidiariesCompany.

Waivers and Other Agreements. The Guarantor Company hereby unconditionally (a) waives any requirement that the Banks Lenders or the Administrative Agent, upon the occurrence of an "Event of 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, a Default first make demand upon, or seek to enforce remedies against, against any or all of the Borrowing Subsidiaries Subsidiary Borrower 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 Borrowing Subsidiaries each Subsidiary Borrower contained in this Agreement and the Credit AgreementsNotes, (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 this Agreement or the Credit AgreementsNotes, or any limitation on the liability of any of the Borrowing Subsidiaries Subsidiary Borrower thereunder, or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoeverwhatsoever (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 any of the Borrowing Subsidiaries Subsidiary Borrower under or in connection with this Agreement or the Credit AgreementsNotes, and further waives any requirement of notice of acceptance of, or other formality relating to, this Guaranty the obligations of the Company hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by any of Subsidiary Borrower to the Borrowing Subsidiaries to any Bank Lenders or the Administrative Agent which may be required to be returned to any of the Borrowing Subsidiaries, such Subsidiary Borrower or to its their representative or to a trustee, custodian or receiver for any of the Borrowing Subsidiariessuch Subsidiary Borrower.

Waivers and Other Agreements. The Each Guarantor hereby unconditionally (ai) waives any requirement that the Banks or the Agentyou, upon the occurrence of an "Event of 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, a Default first make demand upon, or seek to enforce remedies against, Borrower or any or all of the Borrowing Subsidiaries 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 Borrowing Subsidiaries Borrower contained in this Agreement and the Credit AgreementsNote, (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 this Agreement, the Credit Agreements, Note or any other Loan Document or any limitation on the liability of any of the Borrowing Subsidiaries Borrower thereunder, or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoeverwhatsoever (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 any of the Borrowing Subsidiaries Borrower under or in connection with this Agreement or the Credit AgreementsNote, and further waives any requirement of notice of acceptance of, or other formality relating to, this Guaranty the obligations of the Guarantors hereunder and (ev) agrees that the Guaranteed Obligations shall include any amounts paid by any of the Borrowing Subsidiaries Borrower to any Bank or the Agent you which may be required to be returned to Borrower or any of the Borrowing Subsidiaries, Guarantor or to its representative or to a any representative, trustee, custodian or receiver for Borrower or any of the Borrowing Subsidiariessuch Guarantor.

Waivers and Other Agreements. The Each Guarantor hereby ---------------------------- unconditionally (a) waives any requirement that the Banks Lenders or the Agent, Agents upon the occurrence of an "Event of Default" (as defined in the Credit Agreement) or an event of any default under any of the Other Loan Operative Documents by any of the Borrowing SubsidiariesBorrower, first make demand upon, or seek to enforce remedies against, any or all of the Borrowing Subsidiaries such 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 Borrowing Subsidiaries Borrowers contained in the Credit AgreementsOperative 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 the Credit Agreements, Operative Documents or any limitation on the liability of any of the Borrowing Subsidiaries Borrower thereunder, or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoeverwhatsoever (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 any of the Borrowing Subsidiaries Borrower under or in connection with the Credit AgreementsOperative Documents, and further waives 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 any of Borrower to the Borrowing Subsidiaries to any Bank or the Agent Lenders which may be required to be returned to any of the Borrowing SubsidiariesBorrower, or to its any representative or to a trustee, custodian or receiver for any Borrower. The obligations of each of the Borrowing SubsidiariesGuarantors hereunder shall be complete and binding forthwith upon the execution of this Guaranty by it and subject to no condition whatsoever, precedent or otherwise.

Waivers and Other Agreements. The Each Guarantor hereby unconditionally (a) waives any requirement that the Banks or the Administrative Agent, upon the occurrence of an "Event of 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, Default first make demand upon, or seek to enforce remedies againstagainst Borrower or any other Guarantor or any other party now or hereafter liable, whether as Guarantor or otherwise, for any or all of the Borrowing Subsidiaries 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 Borrowing Subsidiaries Borrower contained in the Credit AgreementsOperative 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 Credit AgreementsOperative Documents, or any limitation on the liability of any of Borrower thereunder (other than those limitations expressly set forth in the Borrowing Subsidiaries thereunderother Loan Documents), or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoeverwhatsoever (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 any of the Borrowing Subsidiaries Borrower under or in connection with any of the Credit AgreementsOperative 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 Administrative Agent, including without limitation any requirement of notice of acceptance of, or other formality relating to, to this Guaranty to the extent permitted by applicable law and (e) agrees that the Guaranteed Obligations shall include any amounts paid by any of Borrower to the Borrowing Subsidiaries to any Bank or the Administrative Agent which may be required to be returned to any of the Borrowing Subsidiaries, or to its representative Borrower or to a trustee, custodian or receiver for any of the Borrowing SubsidiariesBorrower.

Waivers and Other Agreements. The Each Guarantor hereby unconditionally (a) waives any requirement that the Banks or the AgentLender, upon the occurrence of an "Event of 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, Default first make demand upon, or seek to enforce remedies against, against the Company or any or all of the Borrowing Subsidiaries 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 Borrowing Subsidiaries contained in Company and of each Account Party to the Credit AgreementsLender, (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 the Credit Agreementsthis Agreement or any other Loan Document, or any limitation on the liability of the Company or any of the Borrowing Subsidiaries Account Party FIRST MERCURY FINANCIAL CORPORATION CREDIT AGREEMENT thereunder, or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoeverwhatsoever (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 Company or any of the Borrowing Subsidiaries Account Party under or in connection with the Credit Agreementsany Loan Document, and further waives any requirement of notice of acceptance of, or other formality relating to, this Guaranty the obligations of the Guarantors hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the Company or any of Account Party to the Borrowing Subsidiaries to any Bank or the Agent Lender which may be required to be returned to the Company or any of the Borrowing Subsidiaries, Account Party or to its representative or to a trustee, custodian or receiver for the Company or any of the Borrowing SubsidiariesAccount Party.

Waivers and Other Agreements. The Guarantor hereby unconditionally (a) waives any requirement that the Banks Agent or the Agentany Bank, upon the occurrence of an "Event of Default" (as defined in the Credit Agreement) or an event of any default under any of by the Other Loan Documents by any of the Borrowing SubsidiariesBorrower, first make demand upon, or seek to enforce remedies against, the Borrower or any or all of the Borrowing Subsidiaries 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 Borrowing Subsidiaries Borrower contained in the Credit AgreementsOperative Documents 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 Credit AgreementsOperative Documents, or any limitation on the liability of the Borrower or any of the Borrowing Subsidiaries 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, (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 any of the Borrowing Subsidiaries Subsidiary Guarantor under or in connection with with, any of the Credit AgreementsOperative Documents, and further waives any requirement of notice of acceptance of, or other formality relating to, this Guaranty Guaranty, and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the Borrower or any of Subsidiary Guarantor to the Borrowing Subsidiaries to Agent or any Bank or relating to the Agent Guaranteed Obligations which may be required to be returned to the Borrower or to any of the Borrowing Subsidiaries, 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 assignment of assets for the Borrowing Subsidiariesbenefit of creditors.

Waivers and Other Agreements. The Guarantor hereby unconditionally (a) waives any requirement that the Banks or the AgentBank, upon the occurrence of an "Event of 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, Default first make demand upon, or seek to enforce remedies against, any or all of the Borrowing Subsidiaries against either Borrower 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 Borrowing Subsidiaries contained in Borrowers to the Credit AgreementsBank, (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 the Credit AgreementsAgreements or any Operative Document, or any limitation on the liability of any of the Borrowing Subsidiaries either Borrower thereunder, or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoeverwhatsoever (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 any of the Borrowing Subsidiaries either Borrower under or in connection with the Credit AgreementsAgreements or the Notes, and further waives any requirement of notice of acceptance of, or other formality relating to, this Guaranty the obligations of the Guarantor hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by any of either Borrower to the Borrowing Subsidiaries to any Bank or the Agent which may be required to be returned to any of the Borrowing Subsidiaries, such Borrower or to its representative or to a trustee, custodian or receiver for any of the Borrowing Subsidiariessuch Borrower.

Waivers and Other Agreements. The Each Guarantor hereby unconditionally ---------------------------- (a) waives any requirement that the Banks Lenders or the Agent, Agents upon the occurrence of an "Event of Default" (as defined in the Credit Agreement) or an event of any default under any of the Other Loan Operative Documents by any of the Borrowing SubsidiariesBorrower, first make demand upon, or seek to enforce remedies against, any or all of the Borrowing Subsidiaries such 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 Borrowing Subsidiaries Borrowers contained in the Credit AgreementsOperative 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 the Credit Agreements, Operative Documents or any limitation on the liability of any of the Borrowing Subsidiaries Borrower thereunder, or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoeverwhatsoever (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 any of the Borrowing Subsidiaries Borrower under or in connection with the Credit AgreementsOperative Documents, and further waives 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 any of Borrower to the Borrowing Subsidiaries to any Bank or the Agent Lenders which may be required to be returned to any of the Borrowing SubsidiariesBorrower, or to its any representative or to a trustee, custodian or receiver for any Borrower. The obligations of each of the Borrowing SubsidiariesGuarantors hereunder shall be complete and binding forthwith upon the execution of this Guaranty by it and subject to no condition, whatsoever, precedent or otherwise.

Waivers and Other Agreements. The Each Guarantor hereby unconditionally (a) waives any requirement that the Banks or the Agent, upon the occurrence of an "Event of 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, Default first make demand upon, or seek to enforce remedies against, any or all of against the Borrowing Subsidiaries 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 Borrowing Subsidiaries Company contained in this Agreement and the Credit AgreementsNotes, (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 this Agreement or the Credit AgreementsNotes, or any limitation on the liability of any of the Borrowing Subsidiaries Company thereunder, or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoeverwhatsoever (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 any of the Borrowing Subsidiaries Company under or in connection with this Agreement or the Credit AgreementsNotes, and further waives any requirement of notice of acceptance of, or other formality relating to, this Guaranty the obligations of the Guarantors hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by any of the Borrowing Subsidiaries Company to any Bank the Banks or the Agent which may be required to be returned to any of the Borrowing Subsidiaries, Company or to its representative or to a trustee, custodian or receiver for any of the Borrowing SubsidiariesCompany.

Waivers and Other Agreements. The Guarantor hereby unconditionally (a) waives any requirement that the Banks Lenders or the Administrative Agent, upon the occurrence of an "Event of Default" (as defined in the Credit Agreement) or an event of any default under any of by the Other Loan Documents by any of the Borrowing SubsidiariesBorrower, first make demand upon, or seek to enforce remedies against, any or all of the Borrowing Subsidiaries 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 Borrowing Subsidiaries Borrower contained in the Credit AgreementsOperative 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 Credit AgreementsOperative Documents, or any limitation on the liability of any of the Borrowing Subsidiaries Borrower 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, (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 Borrowing Subsidiaries Borrower under or in connection with with, any of the Credit AgreementsOperative Documents, and further waives 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 any of the Borrowing Subsidiaries to any Bank or the Agent Borrower which may be required to be returned to any of the Borrowing SubsidiariesBorrower, or to its representative or to a trustee, custodian or receiver for any of the Borrowing SubsidiariesBorrower.

Waivers and Other Agreements. The Each Guarantor hereby unconditionally (a) waives any requirement that the Banks or the AgentLender, upon the occurrence of an "Event of 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, Default first make demand upon, or seek to enforce remedies against, against the Company or any or all of the Borrowing Subsidiaries 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 Borrowing Subsidiaries contained in Company and of each Account Party to the Credit AgreementsLender, (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 the Credit Agreementsthis Agreement or any other Loan Document, or any limitation on the liability of the Company or any of the Borrowing Subsidiaries Account Party thereunder, or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoeverwhatsoever (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 Company or any of the Borrowing Subsidiaries Account Party under or in connection with the Credit Agreementsany Loan Document, and further waives any requirement of notice of acceptance of, or other formality relating to, this Guaranty the obligations of the Guarantors hereunder and (e) agrees that the Guaranteed Obligations shall include any amounts paid by the Company or any of Account Party to the Borrowing Subsidiaries to any Bank or the Agent Lender which may be required to be returned to the Company or any of the Borrowing Subsidiaries, Account Party or to its representative or to a trustee, custodian or receiver for the Company or any of the Borrowing Subsidiaries.Account Party. FIRST MERCURY FINANCIAL CORPORATION CREDIT AGREEMENT