Common use of Unconditional Obligations Clause in Contracts

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This is a guaranty The obligation of payment the Account Parties to reimburse the Issuing Bank for any L/C Disbursement and not of collection. The Guarantors' other Obligations under this Guaranty Agreement shall be absolute absolute, unconditional and unconditional irrespective irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the validity, legality following: (i) any lack of validity or enforceability of the Credit such Letter of Credit, this Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between Credit Document; (ii) the Agent existence of any claim, counterclaim, setoff, defense or other right that the Lenders and Account Parties or any Subsidiary Applicant may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Borrower Issuing Bank or any other Person, whether in connection with this Agreement or the other Credit Documents, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; (iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the exercise transmission or otherwise of any right document required in order to make a drawing under such Letter of Credit; (iv) any payment by the Issuing Bank under such Letter of Credit against presentation of a draft or power therein conferredcertificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the Issuing Bank under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or by other representative of or successor to any failure beneficiary or omission any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (v) any other circumstance or happening whatsoever, whether or not similar to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilitiesforegoing, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, or by including any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such Guarantor, or that might otherwise constitute a legal or equitable discharge of a surety defense available to, or a guarantordischarge of, the Account Parties or any of their Subsidiary Applicants; (vi) whether or not the Issuing Bank has given notice to the Account Parties of any L/C Disbursement or draw request; or (vii) the fact that any Default or Event of Default shall have occurred and be continuing. Each Account Party shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it being and, in the purpose event of any claim of noncompliance with the Account Parties’ instructions or other irregularity, such Account Party will promptly and intent in any event within two (2) Business Days of receipt of such copy notify the parties hereto that this Guaranty Agreement Issuing Bank. The Account Parties and the Guarantors' Obligations hereunder Subsidiary Applicants shall be absolute conclusively deemed to have waived any such claim against the Issuing Bank and unconditional under any and all circumstances and shall not be discharged except by payment its correspondents unless such notice is given as herein providedaforesaid.

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders Secured Parties and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders Secured Parties and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such the Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This is a guaranty Notwithstanding any contrary principles under the laws of payment and not any jurisdiction other than the State of collection. The Guarantors' Obligations under this Guaranty Agreement New York, the obligations of each of the Guarantors hereunder shall be unconditional, irrevocable and absolute and unconditional irrespective and, without limiting the generality of the validityforegoing, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be impaired, terminated, released, discharged or otherwise affected by the following: (a) the existence of any action taken under claim, set-off or other right which either of the Credit AgreementGuarantors may have at any time against the Borrower, the Notes or any other Loan DocumentAdministrative Agent, the Issuing Banks, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of this Agreement or any other Transaction Document relating to or against the exercise of any right Borrower or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration either of the maturity of Guarantors for any reason (including for the reason that the obtaining of the Borrower's Liabilities, or by the release or other disposal of any security for any Standby L/Cs may be in excess of the Borrower's Liabilities, or by the dissolution powers of the Borrower or of its officers, directors or other agents, acting or purporting to act on its behalf, or be in any way irregular or defective); (c) any provision of applicable law or regulation purporting to prohibit the combination or consolidation of payment by the Borrower into or with another entity or any transfer or disposition of any assets of amount payable by the Borrower under this Agreement or by any extension or renewal of the Credit Agreement, any of the Notes other Transaction Documents or the payment, observance, fulfillment or performance of any other Obligations; (d) any change in the name, purposes, business, capital stock (including the ownership thereof) or constitution of the Borrower; (e) any amendment, waiver or modification of any Transaction Document in accordance with the terms hereof and thereof; or (f) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Participating Lenders or any other Loan Document, in whole Person or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent defense to either of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided’ obligations hereunder.

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders Secured Parties and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders Secured Parties and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This is a guaranty The obligations of payment and not of collection. The Guarantors' Obligations the Trust under this Guaranty Agreement shall be are absolute and unconditional irrespective of the value, genuineness, validity, legality regularity or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, Marketing Agent Agreement or any other agreement between the Agent or the Lenders and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission instrument referred to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilitiesherein, or any other agreement between substitution, release or exchange of any guarantee of the Agent or Obligation, and, to the Lenders and the Borrower or any other Personfullest extent permitted by applicable law, or by irrespective of any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such Guarantor, or that might otherwise constitute a legal or equitable discharge or defense of a surety or a guarantor; , it being the purpose and intent of this clause that the parties hereto that this Guaranty Agreement and obligations of the Guarantors' Obligations Trust hereunder shall be absolute and unconditional under any and all circumstances circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Trust hereunder which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to Trust, the time for any performance of or compliance with the Obligation shall be extended, or such performance or compliance shall be waived; (b) any act taken by any party to any other agreement or instrument referred to herein pursuant to the provisions thereof; (c) the Obligation shall be modified, supplemented or amended in any respect, or any right under the Marketing Agent Agreement or any other agreement or instrument referred to herein shall be waived or any guarantee of the Obligation shall be released or exchanged in whole or in part or otherwise dealt with; or (d) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Sponsor, the Trust or any other Person, including any discharge of, or bar or stay against collecting, all or any part of the Obligation in or as a result of any such proceeding. Except as set forth above, the Trust hereby expressly waives promptness, diligence, presentment, demand of payment, protest, notice of acceptance and any other notices whatsoever, and any requirement that the Marketing Agent exhausts any right, power or remedy or proceed or take any other action against (i) the Sponsor under the Marketing Agent Agreement or in respect of any claim for payment against the Sponsor or any of its assets or under any other agreement or instrument referred to herein or (ii) any other Person under any other guarantee of or claim for payment of the Obligation. The obligations of the Trust under this Agreement shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Sponsor in respect of the Obligation is rescinded or must be otherwise restored by the Marketing Agent, whether as a result of any proceedings in bankruptcy or reorganization or otherwise. Until final payment and satisfaction in full of the Obligation, the Trust hereby waives all rights of subrogation or contribution, whether arising by contract as set forth in Section 10.05 of the Indenture or operation of law (including, without limitation, any such right arising under any bankruptcy, insolvency or similar law) or otherwise by reason of any payment by it pursuant to the provisions of this Agreement and further agrees with the Marketing Agent that the Marketing Agent shall have no obligation whatsoever in respect of any such payment by the Trust under this Agreement (including any obligation to repay to the Trust any portion of such payment), and the Trust hereby irrevocably releases the Marketing Agent from any such obligation. The undertaking in this Agreement is a continuing undertaking, and shall not be discharged except by payment as herein providedapply to the Obligation whenever arising.

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Guarantor's Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent Agent, the Co-Agents or the Lenders and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan DocumentDocument related to the Credit Agreement, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan DocumentDocument related to the Credit Agreement, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent Agent, the Co-Agents or the Lenders and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Guarantor's Obligations hereunder shall be absolute absolute, irrevocable and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This Guaranty is a guaranty primary obligation of the Guarantor and is an unconditional, absolute, present and continuing obligation and guarantee of payment and performance (and not merely of collection. The Guarantors' Obligations under ) and the validity and enforceability of this Guaranty Agreement shall be absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be impaired, affected or in any way conditioned or contingent upon, nor subject to any reduction, limitation, impairment, termination, defense (other than the defense of prior payment or performance), offset, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by Guarantor) irrespective of (a) the making of a demand, the institution of suit or the taking of any other action to enforce performance, or observance by the Lessee of the Obligations, (b) the validity, regularity or enforceability of any Operative Document or any of the Obligations or any collateral security, other guarantee, if any, or credit support therefor or right to offset with respect thereto at any time or from time to time held by any action taken under Beneficiary, (c) any defense, set-off or counterclaim (other than the Credit Agreementdefense of prior payment or performance) that may at any time be available to or be asserted by the Lessee or the Guarantor against such Beneficiary, (d) any attempt to collect from the Notes Lessee or any other Loan Document, entity or to perfect or enforce any security or (e) upon any other guaranty of action, occurrence or circumstances whatsoever. The Guarantor waives any requirement that the Borrower's LiabilitiesBeneficiaries shall have instituted any suit, action or proceeding or exhausted their remedies or taken any steps to enforce any rights against the Lessee or any other agreement between the Agent Person or the Lenders and the Borrower entity to compel any such performance or to collect all or any other Personpart of such amount pursuant to the provisions of the Operative Documents or at law or in equity, in the exercise or otherwise, and regardless of any right other condition or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein providedcontingency.

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders Lender and the Borrower or any other Personperson, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower Borrower, or by any extension or renewal of, or increase of the amounts available or advanced under, the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.other

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Guarantor's Obligations under this Subsidiary Guaranty Agreement shall be absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's LiabilitiesDebentures, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, Debentures or any other agreement between the Agent or the Lenders Lender and the Borrower Company or any other Personperson, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower Company or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan DocumentDebentures, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's LiabilitiesDebentures, or any other agreement between the Agent or the Lenders Lender and the Borrower Company or any other Personperson, or by any other circumstance whatsoever (with or without notice to or knowledge of any the Guarantor) which may or might in any manner or to any extent vary the risks of such the Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Subsidiary Guaranty Agreement and the Guarantors' Guarantor's Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided. This Subsidiary Guaranty shall continue in full force and effect and Lender may continue to act in reliance thereon notwithstanding the termination or revocation of any other guaranty of Liability, the death, disability, incompetence or incapacity of the Guarantor, and shall be binding upon Guarantor and Guarantor's estate and the personal representatives, heirs and successors and assigns of Guarantor, who shall, nevertheless, remain liable with respect to Obligations and any renewals or extensions thereof or liabilities arising out of same, and the Lender shall have all the rights herein provided for as if no such event has occurred.

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

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Guarantor's Obligations under this Guaranty Agreement shall be absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes any Series A Note or any other Loan Document Operative Agreement, or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes any Series A Note or any other Loan DocumentOperative Agreement, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders Borrower and the Borrower Agent, any Series A Lender or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower Lessee or the combination or consolidation of the Lessee or the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower Lessee or the Borrower, or by any extension or renewal of the Credit Agreement, any of the Notes Series A Note or any other Loan DocumentOperative Agreement, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes Series A Note or any other Loan DocumentOperative Agreement, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders Borrower and the Borrower Agent, any Series A Lender or any other Person, or by any defense to or avoidance or rejection (by a bankruptcy trustee or otherwise) of the Credit Agreement, any Series A Note or any other 122 Operative Agreement in any bankruptcy or similar proceeding, or by any other circumstance whatsoever (with or without notice to or knowledge of any the Guarantor) which may or might in any manner or to any extent vary the risks of such the Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Guarantor's Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided. Without limiting the generality of the foregoing, the Guarantor acknowledges and agrees that (a) the Guarantor's Obligations are absolute and separate from the Borrower's obligations under the Credit Agreement, any Series A Note or any other Operative Agreement, (b) the Guarantor's Obligations hereunder shall not be reduced, limited or otherwise affected if the Credit Agreement, any Series A Note or any other Operative Agreement is avoided, rejected or limited as an executory contract in a bankruptcy or similar proceeding, and (c) for the purpose of defining the Guarantor's Obligations, hereunder, the amount of the Borrower's Liabilities shall include without limitation all principal and interest on any Series A Loan and any other amount which is due or may become due under the Credit Agreement, any Series A Note or any other Operative Agreement, including without limitation any principal, interest or other amount that would have been payable at any time but for the avoidance, rejection or limitation of any Operative Agreement in a bankruptcy or similar proceeding.

Unconditional Obligations. This is a guaranty of payment The Borrower and not of collection. The Guarantors' Obligations the Guarantor hereby agree that their obligations, covenants and agreements under this Guaranty Agreement shall be irrevocable, absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilitiesunconditional, and shall not be affected or impaired, notwithstanding, among other things, any of the following, any defense on account of which is hereby expressly waived by the Borrower and the Guarantor: 1. The waiver, compromise, settlement, termination or other release of the performance or observance by the Borrower and the Guarantor, of any action taken under or all of the Credit Agreementagreements, covenants, terms or conditions in favor of the Notes Government contained herein or in any of the Loan Documents; 2. The granting of one or more extensions of time renewals or other indulgence(s) to the Borrower, or by the Government heretofore, now or hereafter acquiring, releasing or in any way modifying any guaranty from any other person or persons or any other Loan Document, security in whatever form for any other guaranty or all of the Borrower's Liabilitiesobligations to the Government, whether or not notice thereof shall have been or be given to the Borrower; 3. Any failure, omission, delay or lack on the part of the Government to enforce, assert or exercise any right, power, remedy or claim conferred on the Government herein or in any of the Loan Documents or by applicable law, or the inability of the Government to enforce any provision of this Agreement or any of the Loan Documents for any reason, or any other agreement between act or omission on the Agent part of the Government, including without limitation any failure to obtain, perfect or realize upon any security, rights, endorsements or guaranties which the Lenders Government may now or hereafter hold or be offered with respect to any of the Borrower's obligations to the Government; 4. Any change in ownership of any corporation which has executed this agreement; 5. The voluntary or involuntary liquidation, dissolution, sale of all or substantially all of the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the Borrower benefit of creditors, reorganization or other similar proceeding affecting the Borrower, or any other Personof its assets; 6. Any fraudulent, in illegal, improper or invalid acts heretofore or hereafter undertaken by the exercise Borrower, or because of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity Government to discover any such acts or irregularities; 7. The invalidity or unenforceability of any of the Borrower's Liabilities, obligations to the Government; 8. The modification or by the release amendment (whether material or other disposal otherwise) of any security for term or condition of any of the Borrower's Liabilities, Loan Documents heretofore or by hereafter undertaken; EXHIBIT 10.57 The Borrower and the dissolution of Guarantor acknowledge and agree that the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or Government shall have absolutely no responsibility to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of monitor the Borrower's Liabilitiescompliance with applicable laws, including without limitation environmental laws and regulations, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of insure such Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein providedcompliance.

Unconditional Obligations. This is a (a) The Note Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guaranty by the Subsidiary Guarantors. All dealings between any of payment the Borrower Entities and not the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Article XI. (b) The obligations of collection. The Guarantors' Obligations each Subsidiary Guarantor under this Guaranty Agreement shall Article XI are independent of any obligations of the Borrower and any other Subsidiary Guarantor under the Financing Documents, and an action may be absolute brought and unconditional prosecuted against each Subsidiary Guarantor to enforce its obligations hereunder, irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by whether any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and is brought against the Borrower or any other Person, in the exercise of any right Subsidiary Guarantor or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and whether the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might Subsidiary Guarantor are joined in any manner such action or to actions. The liability of each Subsidiary Guarantor hereunder shall be irrevocable, absolute and unconditional irrespective of, and each Subsidiary Guarantor hereby irrevocably waives, any extent vary the risks of such Guarantor, or might otherwise constitute circumstance which constitutes a legal or equitable discharge of a guarantor or surety or a guarantor; it being the purpose and intent other than satisfaction in full of the parties Note Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Subsidiary Guarantor agrees to waive defenses it may now or hereafter have in any way relating to, any or all of the following: (i) any lack of validity or enforceability of the Note Obligations, any Financing Document or any agreement or instrument relating thereto; (ii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, any Financing Document, or any of the Note Obligations, without notice or demand; (iii) any manner of application of collateral, or proceeds thereof, to all or any of the Note Obligations, or any manner of sale or other disposition of any collateral for all or any of the Note Obligations; (iv) any change or corporate restructuring of any Subsidiary Guarantor, the Borrower or any of its Subsidiaries; (v) any change in the time, manner or place of payment of, or in any other term of, all or any of the Note Obligations or any amendment, release, discharge, substitution or waiver of any Financing Document or any of the Note Obligations; (vi) the acceptance of any other guaranties or security for any of the Note Obligations; (vii) the payment by any other Person of a portion, but not all, of the Note Obligations; or (viii) any duty on the part of any Secured Party to disclose any matter, fact or thing relating to the business, operations or financial or other condition of the Borrower or any other Subsidiary Guarantor now known or hereafter known by such Person; (ix) any disability or other defense of the Borrower or any other Subsidiary Guarantor, any other co-obligor, guarantor, insurer or any other Person (other than resulting from the full, irrevocable and indefeasible performance or payment of the relevant obligations in accordance with their terms); and (x) any action or failure to act in any manner referred to herein which may deprive such Subsidiary Guarantor of its rights to subrogation against the Borrower to recover full indemnity for any payments or performances made pursuant hereto or of its right to contribution against any other Person. (c) Each Subsidiary Guarantor further irrevocably waives, and agrees not to assert in any suit, action or other legal proceeding relating hereto, to the fullest extent permitted by Applicable Law: (i) all defenses and allegations based on or arising out of any contradiction or incompatibility among the Note Obligations and any other obligation of the Borrower, (ii) unless and until the Note Obligations have been performed, paid, satisfied or discharged in full in accordance with the terms hereof, any right to enforce any remedy which any Secured Party now has or may in the future have against the Borrower, any other Subsidiary Guarantor, any other co-obligor, guarantor or insurer or any other Person, (iii) any benefit of, or any right to participate in, any other guarantee or insurance whatsoever now or in the future held by any Secured Party and (iv) the benefit of any statute of limitations affecting such Subsidiary Guarantor’s liability hereunder. Each Subsidiary Guarantor further agrees that any payment of any Note Obligation to any Secured Party or other act which shall toll any statute of limitations applicable to the Note Obligations shall also operate to toll such statute of limitations applicable to such Subsidiary Guarantor’s liability hereunder. (d) This obligations of the Subsidiary Guarantors shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Note Obligations is rescinded or must otherwise be returned by the Secured Parties or any other Person upon the insolvency, bankruptcy or reorganization of any of the Borrower or otherwise, all as though such payment had not been made and, in such event, the Subsidiary Guarantors will promptly pay to the Secured Parties or such other Person an amount equal to any such payment that has been rescinded or returned. The provisions of this Guaranty Agreement Section 11.03 will survive any release or termination of the Subsidiary Guarantor’s obligations under this Article XI. If and to the Guarantors' Obligations hereunder extent that any Subsidiary Guarantor makes any payment to the Secured Parties or to any other Person pursuant to or in respect of this Article XI, any claim which such Subsidiary Guarantor may have against the Borrower by reason thereof shall be absolute subject and unconditional under any and all circumstances and shall not be discharged except by subordinate to the prior payment as herein providedin full, in cash, of the Note Obligations that require the payment of money.

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Guarantor's Obligations under this Subsidiary Guaranty Agreement shall be absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's LiabilitiesNotes, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders Lender and the Borrower Company or any other Personperson, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower Company or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan DocumentNotes, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's LiabilitiesNotes, or any other agreement between the Agent or the Lenders Lender and the Borrower Company or any other Personperson, or by any other circumstance whatsoever (with or without notice to or knowledge of any the Guarantor) which may or might in any manner or to any extent vary the risks of such the Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Subsidiary Guaranty Agreement and the Guarantors' Guarantor's Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided. This Subsidiary Guaranty shall continue in full force and effect and Lender may continue to act in reliance thereon notwithstanding the termination or revocation of any other guaranty of Liability, the death, disability, incompetence or incapacity of the Guarantor, and shall be binding upon Guarantor and Guarantor's estate and the personal representatives, heirs and successors and assigns of Guarantor, who shall, nevertheless, remain liable with respect to Obligations and any renewals or extensions thereof or liabilities arising out of same, and the Lender shall have all the rights herein provided for as if no such event has occurred.

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Guarantor's Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Borrowers' Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Borrowers' Liabilities, or any other agreement between the Agent or the Lenders Secured Parties 151 and the any Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Borrowers' Liabilities, or by the release or other disposal of any security for any of the Borrower's Borrowers' Liabilities, or by the dissolution of the any Borrower or the combination or consolidation of the any Borrower into or with another entity or any transfer or disposition of any assets of the any Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Borrowers' Liabilities, or any other agreement between the Agent or the Lenders Secured Parties and the any Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such the Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Guarantor's Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders any Secured Party and the Borrower or any other Personperson, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any Collateral or other security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders any Secured Party and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.or

Unconditional Obligations. This The guarantee by Guarantor contained in Section 3.1 hereof is a guaranty primary obligation of Guarantor and is an unconditional, absolute, present and continuing obligation and is not conditioned in any way upon the institution of suit or the taking of any other action with respect to the representations and warranties of the Owner Participant contained in any OP Document or any attempt to enforce performance of or compliance with the Obligations (including, without limitation, any payment obligations). To the extent that performance or compliance with the guarantee by Guarantor contained in Section 3.1 hereof requires the payment of money, such guarantee is an absolute, unconditional, present and continuing guarantee of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be absolute collectability and unconditional irrespective of is in no way conditioned or contingent upon the validity, legality or enforceability of any OP Document or any of the Credit AgreementObligations or any collateral security, other guarantee, if any, or credit support therefor or any attempt to collect from the Notes Owner Participant or any other Loan Document entity or to perfect or enforce any security or upon any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes condition or contingency or upon any other Loan Documentaction, any other guaranty of the Borrower's Liabilitiesoccurrence or circumstance whatsoever. Such guarantee shall continue to be effective, or be reinstated, as the case may be, if at any other agreement between the Agent or the Lenders and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Documenttime payment, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or sums due to any other Loan Document, any other guaranty of the Borrower's LiabilitiesBeneficiaries pursuant to the terms of any OP Document is rescinded or must otherwise be restored or returned upon the bankruptcy, insolvency, reorganization, arrangement, adjustment, composition, dissolution, liquidation, or any other agreement between the Agent like, of the Owner Participant or the Lenders and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such Guarantor, or might otherwise constitute upon or as a legal or equitable discharge result of, the appointment of a surety custodian, receiver, trustee or a guarantor; it being other officer with similar powers with respect to the purpose and intent Owner Participant or Guarantor or any substantial part of their respective property, or otherwise, all as though such payment had not been made notwithstanding any termination of this Guarantee or any OP Document. Guarantor shall not commence against the Owner Participant any “case” (as defined in Title 11 of the parties hereto that this Guaranty Agreement and United States Code, the Guarantors' Obligations hereunder shall be absolute and unconditional “Bankruptcy Code”) under the Bankruptcy Code or any similar proceeding under any and all circumstances and shall not be discharged except by payment as herein provided.state insolvency, bankruptcy or similar statute. CT1001520_LA1_AAL_A320Family_EXECUTION LA1 – Guarantee

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Guarantor's Obligations under this Guaranty Agreement shall be absolute and unconditional irrespective of the validity, legality or enforceability of the Credit AgreementLSA, the Notes any other Transaction Documents or any other Loan Document or any other guaranty of the Borrower's LiabilitiesObligations, and shall not be affected by any action taken under the Credit AgreementLSA, the Notes or any other Loan Transaction Document, any other guaranty of the Borrower's Liabilities, Obligations or any other agreement between the Agent or the Lenders Investors and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's LiabilitiesObligations, or by the release or other disposal of any security for any of the Borrower's LiabilitiesObligations, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes LSA or any other Loan Transaction Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit AgreementLSA, any of the Notes or any other Loan Transaction Document, any other guaranty of the Borrower's Liabilities, Obligations or any other agreement between any of the Agent or the Lenders Investors and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any the Guarantor) which may or might in any manner or to any extent vary the risks of such the 162 Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Guarantor's Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by performance or payment as herein provided.

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the validity, legality or enforceability of the Credit AgreementNote Indenture, the Notes or any other Loan Financing Document or any other guaranty of the BorrowerCompany's Liabilities, and shall not be affected by any action taken under the Credit AgreementNote Indenture, the Notes or any other Loan Financing Document, any other guaranty of the BorrowerCompany's Liabilities, or any other agreement between the Agent or the Lenders any Guaranty Party and the Borrower Company or any other Personperson, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the BorrowerCompany's Liabilities, or by the dissolution of the Borrower Company or the combination or consolidation of the Borrower Company into or with another entity or any transfer or disposition of any assets of the Borrower Company or by any extension or renewal of the Credit AgreementNote Indenture, any of the Notes or any other Loan Financing Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit AgreementNote Indenture, any of the Notes or any other Loan Financing Document, any other guaranty of the BorrowerCompany's Liabilities, or any other agreement between the Agent or the Lenders any Guaranty Party and the Borrower Company or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This is a guaranty The obligations of payment Kmart and not of collection. The Guarantors' Obligations under this Guaranty Agreement the Subsidiary Credit Parties to reimburse the Issuing Bank for any L/C Disbursement shall be absolute unconditional and unconditional irrespective irrevocable and shall be paid strictly in accordance with the terms of the validitythis Agreement under all circumstances, legality including, without limitation: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, setoff, defense or other right which Kmart or any Subsidiary Credit Party may have at any time against a beneficiary of any Letter of Credit or against the Issuing Bank, whether in connection with this Agreement, the Notes transactions contemplated herein or any unrelated transaction; (iii) any draft, demand, certificate or other Loan Document document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by an Issuing Bank of any Letter of Credit against presentation of a demand, draft or certificate or other guaranty document which does not comply with the terms of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or such Letter of Credit; (v) any other Loan Documentcircumstance or happening whatsoever, any other guaranty of the Borrower's Liabilities, whether or any other agreement between the Agent or the Lenders and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission not similar to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilitiesforegoing, or by that might, but for the release or other disposal provisions of any security for any of the Borrower's Liabilitiesthis Section, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such Guarantor, or might otherwise constitute a legal or equitable discharge of, or provide a right of a surety or a guarantor; it being the purpose and intent setoff against, Kmart's of the parties hereto Subsidiary Credit Parties' obligations hereunder; or (vi) the fact that any Event of Default shall have occurred and be continuing. Neither the Issuing Banks nor any of their Affiliates shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Banks, provided that the foregoing provisions of this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and Section 2.06 shall not be discharged except construed to excuse the Issuing Banks from liability to Kmart or any Subsidiary Credit Parties to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by Kmart and the Subsidiary Credit Parties to the extent permitted by Applicable Law) suffered by Kmart or the Subsidiary Credit Parties that are caused by the Issuing Banks' failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof or by the Issuing Bank's gross negligence, willful misconduct or bad faith. The parties hereto expressly agree that, in the absence of gross negligence, willful misconduct or bad faith on the part of the Issuing Banks (as finally determined by a court of competent jurisdiction), the Issuing Banks shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in compliance with the terms of a Letter of Credit, the Issuing Banks may, in their sole discretion, either accept and make payment as herein providedupon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

Unconditional Obligations. This is a guaranty The obligations of payment the Company and each Borrower hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of collection. The Guarantors' Obligations any Obligation of any Borrower or any collateral therefor under this Guaranty Agreement shall be absolute and unconditional irrespective or the other Loan Document; (ii) any modification or amendment of or supplement to this Agreement or the validityother Loan Documents; (iii) any change in the corporate existence, legality structure or enforceability ownership of any Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Borrower or its collateral or its assets; (iv) the Credit Agreementexistence of any claim, set-off or other rights which a Borrower may have at any time against the Notes Company or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the exercise assertion of any right such claim by separate suit or power therein conferredcompulsory counterclaim; (v) any validity or unenforceability relating to or against the Company or any Borrower for any reason of any provision or all of this Agreement or the other Loan Documents, or any provision of applicable law or regulation purporting to prohibit the payment by the Company or any failure Borrower of the principal of or interest on any loan or any other amount payable by it under this Agreement or the other Loan Documents; or (vi) any other act or omission to enforce any right conferred thereby, act or by any waiver delay of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or kind by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity Company or any transfer or disposition of any assets of Borrower, the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes Agent or any other Loan Document, in whole Person or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge which might, but for the provisions of any Guarantor) which may or might in any manner or to any extent vary the risks of such Guarantorthis paragraph, or might otherwise constitute a legal or equitable discharge of a surety the Company's or a guarantor; it being such Borrower's obligations under this Agreement or the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein providedother Loan Documents.

Unconditional Obligations. This is a guaranty of payment and not of ------------------------- collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders Secured Parties and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders Secured Parties and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such the Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Obligations Each Guarantor’s obligations under this Guaranty Agreement shall be absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes Agreement or any other Loan Document or any other guaranty of the Borrower's LiabilitiesObligations, and shall not be affected by any action taken under the Credit Agreement, the Notes Agreement or any other Loan Document, any other guaranty of the Borrower's LiabilitiesObligations, or any other agreement between the Agent or the Lenders Guaranteed Parties and the any Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's LiabilitiesObligations, or by the release or other disposal of any security for any of the Borrower's LiabilitiesObligations, or by the dissolution of the any Borrower or the combination or consolidation of the any Borrower into or with another entity or any transfer or disposition of any assets of the any Borrower or by any extension or renewal of the Credit Agreement, any of the Notes Agreement or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes Agreement or any other Loan Document, any other guaranty of the Borrower's LiabilitiesObligations, or any other agreement between the Agent or the Lenders Secured Parties and the any Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such Guarantorthe Guarantors or any of them, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations each Guarantor’s obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, this Guaranty Agreement against any other Guarantor, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Personperson, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred hereby or thereby, or by any waiver of any covenant or condition herein or therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or any Guarantor or the combination or consolidation of the Borrower or any Guarantor into or with another entity or any transfer or disposition of any assets of the Borrower or any Guarantor or by any extension or renewal of the Credit Agreement, Agreement any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, this Guaranty Agreement or any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, or by any other circumstance whatsoever (with whatsoever(with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This is a guaranty of payment and not of ------------------------- collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders Secured Parties and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders Secured Parties and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Guarantor's Obligations under this Guaranty Agreement shall be absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, Note or the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, Security Agreement and shall not be affected by any action taken under the Credit Agreement, Note or the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, Security Agreement or any other agreement between the Agent or the Lenders Lender and the Borrower or any other Personparty, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Note or Security Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Note or the Security Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders Lender and the Borrower or any other Personparty, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Guarantor's Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Obligations Each Guarantor’s obligations under this Guaranty Agreement shall be absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes Agreement or any other Loan Document or any other guaranty of the Borrower's LiabilitiesObligations, and shall not be affected by any action taken under the Credit Agreement, the Notes Agreement or any other Loan Document, any other guaranty of the Borrower's LiabilitiesObligations, or any other agreement between the Agent or the Lenders Guaranteed Parties and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's LiabilitiesObligations, or by the release or other disposal of any security for any of the Borrower's LiabilitiesObligations, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes Agreement or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes Agreement or any other Loan Document, any other guaranty of the Borrower's LiabilitiesObligations, or any other agreement between the Agent or the Lenders Guaranteed Parties and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such Guarantorthe Guarantors or any of them, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations each Guarantor’s obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This is a guaranty The obligations of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement the Maker hereunder shall be absolute binding upon the Maker and unconditional its successors and assigns, and shall remain in full force and effect irrespective of of: (a) the genuineness, validity, legality regularity or enforceability of the Credit Class A Notes, the Security Trust Agreement and the Supplementary Trust Agreement or any other agreement or any of the terms of any thereof, the continuance of any obligation on the part of the Note Issuer or any other person on or in respect of the Class A Notes or under the Security Trust Agreement, the Notes Supplementary Trust Agreement, the Indenture or any other Loan Document agreement or the power or authority or the lack of power or authority of the Note Issuer to issue the Class A Notes or the Note Issuer to execute and deliver the Security Trust Agreement, the Supplementary Trust Agreement, the Indenture or any other guaranty agreement or of the Borrower's LiabilitiesMaker to execute and deliver this Note or to perform any of its obligations hereunder or the existence or continuance of the Note Issuer or any other person as a legal entity; or (b) any default, and shall not be affected failure or delay, willful or otherwise, in the performance by the Note Issuer, the Maker or any action taken other person of any obligations of any kind or character whatsoever under the Credit Class A Notes, the Security Trust Agreement, the Notes Supplementary Trust Agreement, the Indenture, this Note or any other Loan Documentagreement; or (c) any creditors' rights, bankruptcy, receivership or other insolvency proceeding of the Note Issuer, the Maker or any other person or in respect of the property of the Note Issuer, the Maker or any other person or any merger, consolidation, reorganization, dissolution, liquidation, the sale of all or substantially all of the assets of or winding up of the Note Issuer, the Maker or any other person; or (d) impossibility or illegality of performance on the part of the Note Issuer, the Maker or any other person of its obligations under the Class A Notes, the Security Trust Agreement, the Supplementary Trust Agreement, the Indenture, this Note or any other agreements; or (e) in respect of the Note Issuer or any other person, any change of circumstances, whether or not foreseen or foreseeable, whether or not imputable to the Note Issuer or any other guaranty person, or other impossibility of performance through fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotion, acts of God or the Borrower's Liabilitiespublic enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any Federal or state regulatory body or agency, change of law or any other causes affecting performance, or any other agreement between FORCE MAJEURE, whether or not beyond the Agent or control of the Lenders and the Borrower Note Issuer or any other Personperson and whether or not of the kind hereinbefore specified; or (f) any attachment, in claim, demand, charge, lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar to the exercise foregoing, or any withholding or diminution at the source, by reason of any right taxes, assessments, expenses, debt, obligations or power therein conferredliabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against the Note Issuer, the Maker or any other person or any claims, demands, charges or liens of any nature, foreseen or unforeseen, incurred by the Note Issuer, the Maker or any other person, or against any sums payable in respect of the Class A Notes or under the Security Trust Agreement, the Supplementary Trust Agreement, the Indenture or this Note, so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided; or (g) any order, judgment, decree, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any other action, happening, event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance by the Note Issuer, the Maker or any other person of its respective obligations under or in respect of the Class A Notes, the Security Trust Agreement, the Supplementary Trust Agreement, the Indenture, this Note or any other agreement; or (h) the failure of the Maker to receive any benefit from or as a result of its execution, delivery and performance of this Note; or (i) other than a Payment Demand in accordance with Section 2.2 hereof, any failure or omission lack of diligence in collection or protection, failure in presentment or demand for payment, protest, notice of protest, notice of default and of nonpayment, any failure to enforce give notice to the Maker of failure of the Note Issuer, the Maker or any right conferred therebyother person to keep and perform any obligation, covenant or agreement under the terms of the Class A Notes, the Security Trust Agreement, the Supplemental Trust Agreement, the Indenture, this Note or any other agreement or failure to resort for payment to the Note Issuer, the Maker or to any other person or to any other note or to any property, security, liens or other rights or remedies; or (j) the acceptance of any additional security or other note, the advance of additional money to the Note Issuer or any other person, the renewal or extension of the Class A Notes or amendments, modifications, consents or waivers with respect to the Class A Notes, the Security Trust Agreement, the Supplementary Trust Agreement, the Indenture or any other agreement, or by any waiver the sale, release, substitution or exchange of any covenant security for the Class A Notes; or (k) any merger or condition therein provided, or by any acceleration consolidation of the maturity Note Issuer, the Maker or any other person into or with any other person or any sale, lease, transfer or other disposition of any of the Borrower's Liabilitiesassets of the Note Issuer, the Maker or any other person to any other person, or by any change in the release ownership of any beneficial or equity interests of the Note Issuer, the Maker or any other person; or (l) any defense whatsoever that: (i) the Note Issuer or any other person might have to the payment of the Class A Notes (principal, premium, if any, or interest), other than payment thereof in Federal or other disposal immediately available funds, or (ii) the Note Issuer or any other person might have to the performance or observance of any security for any of the Borrower's Liabilities, or by the dissolution provisions of the Borrower or Class A Notes, the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Security Trust Agreement, any of the Notes Supplementary Trust Agreement, the Indenture or any other Loan Documentagreement, in whole whether through the satisfaction or in part, or purported satisfaction by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes Note Issuer or any other Loan Documentperson of its debts due to any cause such as bankruptcy, any insolvency, receivership, merger, consolidation, reorganization, dissolution, liquidation, winding-up or otherwise, other guaranty than the defense of indefeasible payment in full in cash of the Borrower's LiabilitiesClass A Notes; or (m) any act or failure to act with regard to the Class A Notes, the Security Trust Agreement, the Supplementary Trust Agreement, the Indenture, this Note or any other agreement between or anything which might vary the Agent or risk of the Lenders and the Borrower Maker or any other Person, or by person; or (n) any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such Guarantor, or might otherwise constitute a legal or equitable discharge of a surety defense available to, or a guarantordischarge of, the Maker or any other person in respect of the obligations of the Maker or other person under this Note or any other agreement, other than the defense of indefeasible payment in full in cash of the Class A Notes; PROVIDED that the specific enumeration of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though not specifically mentioned above, it being the purpose and intent of this Note and the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder obligations of the Maker shall be primary, absolute and unconditional under any and all circumstances and shall not be discharged discharged, impaired or varied except by the payment of the principal of, premium, if any, and interest on the Class A Notes in accordance with their respective terms whenever the same shall become due and payable as herein in the Class A Notes provided, at the place specified in and all in the manner and with the effect provided in the Class A Notes, the Security Trust Agreement, the Supplementary Trust Agreement, the Indenture, as each may be amended or modified from time to time. Without limiting the foregoing, it is understood that repeated and successive demands may be made and recoveries may be had hereunder as and when, from time to time, the Note Issuer shall default under or in respect of the terms of the Class A Notes, the Security Trust Agreement or the Supplementary Trust Agreement, the Indenture and that notwithstanding recovery hereunder for or in respect of any given default or defaults by the Note Issuer under the Class A Notes, the Security Trust Agreement or the Supplementary Trust Agreement, the Indenture, this Note shall remain in full force and effect and shall apply to each and every subsequent default.

Unconditional Obligations. This is a guaranty The obligations of payment the Company and not of collection. The Guarantors' Obligations under this Guaranty Agreement the Subsidiary Credit Parties to reimburse the Issuing Bank for any L/C Disbursement shall be absolute unconditional and unconditional irrespective irrevocable and shall be paid strictly in accordance with the terms of the validitythis Agreement under all circumstances, legality including, without limitation: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, setoff, defense or other right which the Company or any Subsidiary Credit Party may have at any time against a beneficiary of any Letter of Credit or against the Issuing Bank, whether in connection with this Agreement, the Notes transactions contemplated herein or any unrelated transaction; (iii) any draft, demand, certificate or other Loan Document document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by the Issuing Bank of any Letter of Credit against presentation of a demand, draft or certificate or other guaranty document which does not comply with the terms of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or such Letter of Credit; (v) any other Loan Documentcircumstance or happening whatsoever, any other guaranty of the Borrower's Liabilities, whether or any other agreement between the Agent or the Lenders and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission not similar to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilitiesforegoing, or by that might, but for the release or other disposal provisions of any security for any of the Borrower's Liabilitiesthis Section, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such Guarantor, or might otherwise constitute a legal or equitable discharge of, or provide a right of a surety setoff against, the Company's or a guarantorthe Subsidiary Credit Parties' obligations hereunder; it being or (vi) the purpose fact that any Event of Default shall have occurred and intent be continuing. Neither the Issuing Bank nor any of its Affiliates shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the parties hereto circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank, provided that the foregoing provisions of this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and Section 2.06 shall not be discharged except construed to excuse the Issuing Bank from liability to the Company or any Subsidiary Credit Party to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Company and the Subsidiary Credit Parties to the extent permitted by Applicable Law) suffered by the Company that are caused by the Issuing Bank's failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment as herein providedupon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

Unconditional Obligations. This is a guaranty The obligations of payment and not of collection. The Guarantors' Obligations Guarantor under this Guaranty Agreement shall be absolute and are unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected impaired by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred therebyact, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to Guarantor, of Lender or knowledge any other holder of any Guarantorof the Obligations, or by reason of any other circumstance (excepting payment in fact) which may or might in any manner or to any extent vary the risks of such Guarantor, or might otherwise constitute a legal discharge or equitable discharge defense of a surety guarantor including specifically the right to cure any default of Borrower in any third party. Lender may, from time to time, at its sole discretion and without notice to Guarantor, take any or a guarantor; it being the purpose and intent all of the parties hereto that this Guaranty Agreement and following actions without discharging or in any way impairing any of the Guarantors' obligations of Guarantor hereunder: (i) retain or obtain a security interest in any collateral (other than the Collateral (as defined in the Cash Collateral Pledge Agreement), equity interests in WC Holdings, Inc., equity interests in Primrose Holdings, Inc. or the proceeds thereof) to secure any of the Obligations or any obligation hereunder, (ii) retain or obtain the primary or secondary obligation of any obligor or obligors, in addition to Guarantor, with respect to any of the Obligations, (iii) extend or renew for one or more periods (whether or not longer than the original period), alter or exchange any of the Obligations, or release or compromise any obligation of Guarantor hereunder shall be absolute and unconditional under or any and obligation of any nature of any other obligor with respect to any of the Obligations, (iv) release its security interest in, or surrender, release or permit any substitution or exchange for, all circumstances and shall or any part of any property securing any of the Obligations or any obligation hereunder, or extend or renew for one or more periods (whether or not be discharged except by payment as herein provided.longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such property, and

Unconditional Obligations. This is a guaranty of payment and not ------------------------- of collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This is a guaranty The obligations of payment and not of collection. The Guarantors' Obligations Guarantor under this Guaranty Agreement shall be absolute and are unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected impaired by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred therebyact, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to Guarantor, of Lender or knowledge any other holder of any Guarantorof the Obligations, or by reason of any other circumstance (excepting payment in fact) which may or might in any manner or to any extent vary the risks of such Guarantor, or might otherwise constitute a legal discharge or equitable discharge defense of a surety guarantor including specifically the right to cure any default of Borrower in any third party. Lender may, from time to time, at its sole discretion and without notice to Guarantor, take any or a guarantor; it being the purpose and intent all of the parties hereto that this Guaranty Agreement following actions without discharging or in any way impairing any of the obligations of Guarantor hereunder: (i) retain or obtain a security interest in any collateral of the Borrower to secure any of the Obligations or any obligation hereunder, (ii) retain or obtain the primary or secondary obligation of any obligor or obligors, in addition to Guarantor, with respect to any of the Obligations, (iii) extend or renew for one or more periods (whether or not longer than the original period), alter or exchange any of the Obligations, or release or compromise any obligation of Guarantor hereunder or any obligation of any nature of any other obligor with respect to any of the Obligations, (iv) release its security interest in, or surrender, release or permit any substitution or exchange for, all or any part of any property securing any of the Obligations or any obligation hereunder, or extend or renew for one or more periods (whether or not longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any such property, and (v) resort to Guarantor for payment of any of the Guarantors' Obligations, whether or not Lender shall have resorted to any Collateral or other property securing any of the Obligations or any obligation hereunder or shall be absolute and unconditional under have proceeded against any and all circumstances and shall not be discharged except by payment as herein providedother obligor primarily or secondarily obligated with respect to any of the Obligations.

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes any Series A Note or any other Loan Document Operative Agreement, or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes any Series A Note or any other Loan DocumentOperative Agreement, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders Borrower and the Borrower Agent, any Series A Lender or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower Lessee or the combination or consolidation of the Lessee or the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower Lessee or the Borrower, or by any extension or renewal of the Credit Agreement, any of the Notes Series A Note or any other Loan DocumentOperative Agreement, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes Series A Note or any other Loan DocumentOperative Agreement, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders Borrower and the Borrower Agent, any Series A Lender or any other Person, or by any defense to or avoidance or rejection (by a bankruptcy trustee or otherwise) of the Credit Agreement, any Series A Note or any other Operative Agreement in any bankruptcy or similar proceeding, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided. Without limiting the generality of the foregoing, each Guarantor acknowledges and agrees that (a) the Guarantors' Obligations are absolute and separate from the Borrower's obligations under the Credit Agreement, any Series A Note or any other Operative Agreement, (b) the Guarantors' Obligations hereunder shall not be reduced, limited or otherwise affected if the Credit Agreement, any Series A Note or any other Operative Agreement is avoided, rejected or limited as an executory contract in a bankruptcy or similar proceeding, and (c) for the purpose of defining the Guarantor's Obligations, hereunder, the amount of the Borrower's Liabilities shall include without limitation all principal and interest on any Series A Loan and any other amount which is due or may become due under the Credit Agreement, any Series A Note or any other Operative Agreement, including without limitation any principal, interest or other amount that would have been payable at any time but for the avoidance, rejection or limitation of any Operative Agreement in a bankruptcy or similar proceeding.

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Administrative Agent, the Documentation Agent or the Lenders and the Borrower or any other Personperson, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Administrative Agent, the Documentation Agent or the Lenders and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Lease, any Lease Supplement, the Participation Agreement, the Notes Agency Agreement or any other Loan Document Operative Agreement, or any other guaranty of the BorrowerLessee's Liabilities, and shall not be affected by any action taken under the Credit Lease, any Lease Supplement, the Participation Agreement, the Notes or any other Loan DocumentOperative Agreement, any other guaranty of the BorrowerLessee's Liabilities, or any other agreement between the Agent or the Lenders Lessor and the Borrower Lessee or any other Personperson, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the BorrowerLessee's Liabilities, or by the release or other disposal of any security for any of the BorrowerLessee's Liabilities, or by the dissolution of the Borrower Lessee or the combination or consolidation of the Borrower Lessee into or with another entity or any transfer or disposition of any assets of the Borrower Lessee or by any extension or renewal of the Credit Lease, any Lease Supplement, the Participation Agreement, any of the Notes Agency Agreement or any other Loan DocumentOperative Agreement, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit AgreementLease, any of Lease Supplement, the Notes Participation Agreement or any other Loan DocumentOperative Agreement, any other guaranty of the BorrowerLessee's Liabilities, or any other agreement between the Agent or the Lenders Lessor and the Borrower Lessee or any other Person, or by any defense to or avoidance or rejection (by a bankruptcy trustee or otherwise) of the Lease, any Lease Supplement, the Participation Agreement, the Agency Agreement or any other Operative Agreement in any bankruptcy or similar proceeding, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Lessee's Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided. Without limiting the generality of the foregoing, each Guarantor acknowledges and agrees that (a) its Guarantor's Obligations are absolute and separate from the Lessee's obligations under the Lease, any Lease Supplement, the Participation Agreement, or any other Operative Agreement, (b) the Guarantors' Obligations hereunder shall not be reduced, limited or otherwise affected if the Lease, any Lease Supplement, the Participation Agreement, the Agency Agreement or any other Operative Agreement is avoided, rejected or limited as an executory contract in a bankruptcy or similar proceeding, and (c) for the purpose of defining the Guarantors' Obligations, hereunder, the amount of the Lessee's Liabilities shall include without limitation all Rent or any other amount which is due or may become due under the Lease, any Lease Supplement or any other Operative Agreement, including without limitation any Basic Rent, Supplemental Rent or other amount that would have been payable at any time but for the avoidance, rejection or limitation of the Lease, any Lease Supplement or other Operative Agreement in a bankruptcy or similar proceeding.

Unconditional Obligations. This is a guaranty (a) The obligations of payment and not of collection. The Guarantors' Obligations Guarantor under this Guaranty Agreement will be absolute and unconditional and will remain in full force and effect until the entire principal of and interest on the Notes will have been paid, all other Obligations and amounts owing to the Banks under the Loan Documents have been paid and all Letters of Credit have expired and such Obligations will not be affected, modified or impaired upon the happening from time to time of any event, including without limitation any of the following, whether or not with notice to, or the consent of Guarantor: (i) the failure to give notice to Guarantor of the occurrence of an Event of Default under the terms and provisions of any of the Loan Documents; (ii) the waiver, compromise, settlement, release or termination of any of Borrower's obligations, covenants or agreements contained in the Loan Documents or of the payment, performance or observance thereof; (iii) the extension of the time for payment or amount of any principal of or interest on the Notes owing or payable on the Notes or of the time for performance of any obligations, covenants or agreements under or arising out of, any of the Loan Documents or the extension or the renewal thereof; (iv) the modification or amendment (whether material or otherwise) of any, obligation, covenant or agreement set forth in any of the Loan Documents; (v) the taking or the omission of any of the actions referred to in any of the Loan Documents; (vi) any failure, omission, delay or lack on the part of the Agent or the Banks to enforce, assert or exercise any right, power or remedy conferred on the Agent or the Banks in this Guaranty or the other Loan Documents or any other act or acts on the part of the Agent or the Banks, if any; (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition (other than by way of mortgage or granting of security interest to secure borrowing of the Borrower from the Banks) of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment or other similar proceedings affecting Guarantor, or Borrower or any of the assets of either of them, or any allegation or contest of the validity of this Guaranty or the other Loan Documents or the disaffirmance of the other Loan Documents or this Guaranty in any such proceeding; (viii) to the extent permitted by law, any event or action that would, in the absence of this clause, result in the release or discharge by operation of law of Guarantor from the performance or agreement contained in this Guaranty; (ix) the default or failure of Guarantor fully to perform any of its obligations set forth in this Guaranty; (x) the substitution, exchange or release of any collateral at any time securing payment of the Notes; (xi) the invalidity, illegality or unenforceability of the Notes or any provision of the other Loan Documents, or any other document or agreement delivered in connection with the issuance of the Notes; or (xii) any default or Event of Default under the Credit Agreement. (b) No setoff, counterclaim, reduction, or diminution of an obligation, or any defense of any kind or nature (other than performance by Guarantor of its obligations hereunder) which Guarantor or Borrower has or may have against any Bank will be available hereunder to Guarantor against any Bank. No invalidity, irregularity or unenforceability of all or any part of the obligations guaranteed hereunder or of any security therefor will affect, impair or constitute a defense to Guarantor's obligations under this Guaranty. (c) Each Bank will have the right to proceed first and directly against Guarantor under this Guaranty without proceeding against or exhausting any other remedies which it may have and without resorting to any other security held by the Agent or such Bank. (d) Guarantor hereby expressly waives notice from the Banks of their respective acceptance and reliance on this Guaranty and waives presentment, demand, protest, and any other notice of any other kind with respect to this Guaranty. Guarantor also waives the Banks' promptness or diligence in collecting the indebtedness guaranteed hereunder or making any demand or claim hereunder. Guarantor agrees to pay all costs, expenses and fees, including all reasonable attorneys' fees which may be incurred by any Bank in enforcing or attempting to enforce this Guaranty or protecting the rights of a Bank hereunder following any default on the part of Guarantor hereunder, whether the same will be enforced by suit or otherwise. (e) This Guaranty will not be deemed to create any right in, or to be in whole or in part for the benefit of any person other than the Banks or any other bank which may purchase the interest of a Bank or a participation in the Notes from a Bank. This Guaranty is entered into by Guarantor for the benefit of each of the Banks and may be enforced jointly or severally by the Banks. (f) Guarantor's obligation under this Guaranty will survive the repayment of the Notes and will be reinstated if at any time any payment to any Bank is required to be restored. (g) Guarantor agrees that any indebtedness of Borrower to Guarantor will be fully subordinate and junior in priority in right of payment to any indebtedness of Borrower to the Banks, and Guarantor will have no right of subrogation, reimbursement or indemnity nor any right of recourse to security for the debts and obligations of Borrower to Guarantor, unless and until the entire principal of and interest on the Notes have been paid and all other amounts owing to the Banks under the other Loan Documents and all other Obligations required to be paid by Borrower to the Banks have been paid in full and all Letters of Credit have expired. If any amount shall be paid to Guarantor on account of such subrogation rights at any time when all the indebtedness of Borrower to the Banks shall not have been paid in full, such amount shall be held in trust for the benefit of the Banks and shall forthwith be paid to the Agent to be credited and applied upon such Indebtedness. (h) Notwithstanding any other provision of this Guaranty to the contrary, if the obligations of the Guarantor hereunder would otherwise be held or determined by a court of competent jurisdiction in any action or proceeding involving any state corporate law or any state or federal bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other law affecting the rights of creditors generally, to be void, invalid or unenforceable to any extent on account of the amount of the Guarantor's liability under this Guaranty, then notwithstanding any other provision of this Guaranty to the contrary, the amount of such liability shall, without any further action by the Guarantor or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable as determined in such action or proceeding. (i) The obligations of Guarantor will be absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes any provision of any commitment or document between Borrower and any other Loan Document Bank. (j) The obligation of Guarantor will be joint and several with anyone or any other guaranty more of the Borrower's Liabilitiesother parties now or hereafter guaranteeing the indebtedness guaranteed by Guarantor, and shall not such obligation of Guarantor may be affected by enforced against each guarantor separately or against any action taken under the Credit Agreement, the Notes two or any other Loan Document, any other guaranty of the Borrower's Liabilitiesmore jointly, or any other agreement between the Agent or the Lenders against some separately and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein providedsome jointly.

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Guarantor's Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders 123 and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Guarantor's Obligations hereunder shall be absolute absolute, irrevocable and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Obligations Guarantor's obligations under this Guaranty Agreement shall be absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes Agreement or any other Loan Document or any other guaranty of the Borrower's LiabilitiesObligations, and shall not be affected by any action taken under the Credit Agreement, the Notes Agreement or any other Loan Document, any other guaranty of the Borrower's LiabilitiesObligations, or any other agreement between the Agent or the Lenders Guaranteed Parties and the any Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's LiabilitiesObligations, or by the release or other disposal of any security for any of the Borrower's LiabilitiesObligations, or by the dissolution of the any Borrower or the combination or consolidation of the any Borrower into or with another entity or any transfer or disposition of any assets of the any Borrower or by any extension or renewal of the Credit Agreement, any of the Notes Agreement or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes Agreement or any other Loan Document, any other guaranty of the Borrower's LiabilitiesObligations, or any other agreement between the Agent or the Lenders Secured Parties and the any Credit Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such the Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations Guarantor's obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This is a guaranty Notwithstanding any contrary principles under the laws of any jurisdiction, the obligations of each of the Guarantors hereunder shall be unconditional, irrevocable and absolute and, without limiting the generality of the foregoing, shall not be impaired, terminated, released, discharged or otherwise affected by the following: (a) the existence of any claim, set-off or other right which any Guarantor may have at any time against the Borrower, the Administrative Agent, any Lenders or any other Person, whether in connection with this transaction or with any unrelated transaction; (b) any invalidity or unenforceability of any provision of this Agreement or of any other Loan Document relating to or against the Borrower or any Guarantor for any reason; (c) any provision of applicable law or regulation purporting to prohibit the payment and not by the Borrower of collection. The Guarantors' Obligations any amount payable by the Borrower under this Guaranty Agreement shall be absolute and unconditional irrespective or any of the validityother Loan Documents or the payment, legality observance, fulfillment or enforceability performance of any other Obligation; (d) any change in the name, purposes, business, capital stock (including the ownership thereof) or constitution of the Credit AgreementBorrower or any Guarantor; (e) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation of the Notes Borrower or any other Guarantor under any Loan Document, whether by operation of law or otherwise; (f) any modification of or amendment of or supplement to this Agreement or any other Loan Document (except to the extent expressly modifying, amending or supplementing the obligations of such Guarantor under this Section 9); or (g) any other act or omission to act or delay of any kind by the Borrower, any Guarantor, the Administrative Agent, the Lenders or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes Person or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under defense to any and all circumstances and shall not be discharged except by payment as herein providedGuarantor's obligations hereunder.

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Guarantor's Obligations under this Guaranty Agreement shall be absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's LiabilitiesNotes, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders Lender and the Borrower Company or any other Personperson, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower Company or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan DocumentNotes, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's LiabilitiesNotes, or any other agreement between the Agent or the Lenders Lender and the Borrower Company or any other Personperson, or by any other circumstance whatsoever (with or without notice to or knowledge of any the Guarantor) which may or might in any manner or to any extent vary the risks of such the Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Guarantor's Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided. This Guaranty shall continue in full force and effect and Lender may continue to act in reliance thereon notwithstanding the termination or revocation of any other guaranty of Obligations, the death, disability, incompetence or incapacity of the Guarantor, and shall be binding upon Guarantor and Guarantor's estate and the personal representatives, heirs and successors and assigns of Guarantor, who shall, nevertheless, remain liable with respect to Obligations and any renewals or extensions thereof or liabilities arising out of same, and the Lender shall have all the rights herein provided for as if no such event has occurred.

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document the Security Agreements or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for or guarantee of any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Documentthe Security Agreements, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Documentof the Security Agreements, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein providedprovided or as provided in the Notes or Security Agreements.

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

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders Secured Parties and the Borrower Borrowers or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of either of the Borrower Borrowers or the combination or consolidation of either of the Borrower Borrowers into or with another entity or any transfer or disposition of any assets of either of the Borrower Borrowers or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders Secured Parties and the Borrower Borrowers or any other Person, or by any other circumstance cir- cumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent 2 vary the risks of such Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Asset Purchase Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, Asset Purchase Agreement or any other agreement between the Agent or the Lenders Company and the Borrower DTCOA or any other Personperson, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's LiabilitiesGuaranteed Obligations, or by the release sale, merger, consolidation, dissolution or other disposal liquidation of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity DTCOA or any transfer or disposition of any all or substantially all the assets of the Borrower DTCOA or by any extension or renewal of the Credit Asset Purchase Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Asset Purchase Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders Company and the Borrower DTCOA or any other Personperson, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantorthe Guarantors) which may or might in any manner or to any extent vary the risks of such Guarantorthe Guarantors, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided, or by express written release by the Company as to any specific claim hereunder, it being understood that any such release shall not constitute a release of the Guarantors of their remaining obligations pursuant to this Guaranty.

Unconditional Obligations. This is a guaranty The obligations of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations each Guarantor hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by complete performance of the Guaranteed Obligations as contemplated in this Indenture and the Securities. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any agreement referred to in clause (a) of this paragraph; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other Guarantor of the Guaranteed Obligations or any other Person; or (f) except as provided in Section 10.08, any change in the ownership of such Guarantor; PROVIDED, HOWEVER, that, notwithstanding the foregoing, no such extension, renewal, rescission, waiver, amendment or modification shall, without the written consent of the Guarantors, increase the principal amount of a Security or the interest rate thereon or change the currency of payment as with respect to any Security, or alter the Stated Maturity thereof. Each Guarantor hereby waives notice of acceptance of its Subsidiary Guarantee herein providedand notice of any liability to which it may apply, and waives promptness, diligence, presentment, demand of payment, protest, notice of dishonor or any right to require a proceeding or the taking of other action by the Trustee or any Holder against, and any other notice to, any other Guarantor or the Company.

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders Secured Parties and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders Secured Parties and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such the Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' , Obligations hereunder shall be absolute and 135 unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This is a guaranty of payment and not of collection. The Guarantors' Obligations under this Guaranty Agreement shall be joint and several, absolute and unconditional irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders Lender and the Borrower or any other Personperson, in the exercise of any right or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower Borrower, or by any extension or renewal of, or increase of the amounts available or advanced under, the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders Lender and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks obligations of such any Guarantor, or might otherwise constitute a legal or equitable discharge of a surety or a guarantor; it being the purpose and intent of the parties hereto that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment as herein provided.

Unconditional Obligations. This is a guaranty The obligations of payment Petsmart and not of collection. The Guarantors' Obligations under this Guaranty Agreement each Subsidiary Credit Party to reimburse the Issuing Bank for any L/C Disbursement shall be absolute unconditional and unconditional irrespective irrevocable and shall be paid strictly in accordance with the terms of the validitythis Agreement under all circumstances, legality including, without limitation: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, setoff, defense or other right which Petsmart or any Subsidiary Credit Party may have at any time against a beneficiary of any Letter of Credit or against the Issuing Bank, whether in connection with this Agreement, the Notes transactions contemplated herein or any unrelated transaction; (iii) any draft, demand, certificate or other Loan Document document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by the Issuing Bank of any Letter of Credit against presentation of a demand, draft or certificate or other guaranty document which does not comply with the terms of the Borrower's Liabilities, and shall not be affected by any action taken under the Credit Agreement, the Notes or such Letter of Credit; (v) any other Loan Documentcircumstance or happening whatsoever, any other guaranty of the Borrower's Liabilities, whether or any other agreement between the Agent or the Lenders and the Borrower or any other Person, in the exercise of any right or power therein conferred, or by any failure or omission not similar to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilitiesforegoing, or by that might, but for the release or other disposal provisions of any security for any of the Borrower's Liabilitiesthis Section, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might in any manner or to any extent vary the risks of such Guarantor, or might otherwise constitute a legal or equitable discharge of, or provide a right of a surety setoff against, Petsmart's or a guarantorany Subsidiary Credit Party's obligations hereunder; it being or (vi) the purpose fact that any Event of Default shall have occurred and intent be continuing. Neither the Issuing Bank nor any of its Affiliates shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the parties hereto circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank, provided that this Guaranty Agreement and the Guarantors' Obligations hereunder shall be absolute and unconditional under any and all circumstances and foregoing provisions shall not be discharged except construed to excuse the Issuing Bank from liability to Petsmart or any Subsidiary Credit Party to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by Petsmart and each Subsidiary Credit Party to the extent permitted by Applicable Law) suffered by Petsmart or any Subsidiary Credit Party that are caused by the Issuing Bank's failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply in all material respects with the terms thereof. The parties hereto expressly agree that, in the absence of (a) the Issuing Bank's honoring of a draft presented under a Letter of Credit which does not comply in all material respects with the terms thereof, or (b) gross negligence, willful misconduct or bad faith on the part of the Issuing Bank (in each case as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment as herein providedupon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

Unconditional Obligations. This is a (a) The Note Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guaranty by the Guarantors. All dealings between any of payment the Borrower Entities and not the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Article XI. (b) The obligations of collection. The Guarantors' Obligations each Guarantor under this Guaranty Agreement shall Article XI are independent of any obligations of the Borrower and any other Guarantor under the Financing Documents, and an action may be absolute brought and unconditional prosecuted against each Guarantor to enforce its obligations hereunder, irrespective of the validity, legality or enforceability of the Credit Agreement, the Notes or any other Loan Document or any other guaranty of the Borrower's Liabilities, and shall not be affected by whether any action taken under the Credit Agreement, the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and is brought against the Borrower or any other Person, in the exercise of any right Guarantor or power therein conferred, or by any failure or omission to enforce any right conferred thereby, or by any waiver of any covenant or condition therein provided, or by any acceleration of the maturity of any of the Borrower's Liabilities, or by the release or other disposal of any security for any of the Borrower's Liabilities, or by the dissolution of the Borrower or the combination or consolidation of the Borrower into or with another entity or any transfer or disposition of any assets of the Borrower or by any extension or renewal of the Credit Agreement, any of the Notes or any other Loan Document, in whole or in part, or by any modification, alteration, amendment or addition of or to the Credit Agreement, any of the Notes or any other Loan Document, any other guaranty of the Borrower's Liabilities, or any other agreement between the Agent or the Lenders and whether the Borrower or any other Person, or by any other circumstance whatsoever (with or without notice to or knowledge of any Guarantor) which may or might Guarantor are joined in any manner such action or to actions. The liability of each Guarantor hereunder shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, any extent vary the risks of such Guarantor, or might otherwise constitute circumstance which constitutes a legal or equitable discharge of a guarantor or surety or a guarantor; it being the purpose and intent other than satisfaction in full of the parties Note Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees to waive defenses it may now or hereafter have in any way relating to, any or all of the following: (i) any lack of validity or enforceability of the Note Obligations, any Financing Document or any agreement or instrument relating thereto; (ii) any taking, exchange, release or non-perfection of any collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, any Financing Document, or any of the Note Obligations, without notice or demand; (iii) any manner of application of collateral, or proceeds thereof, to all or any of the Note Obligations, or any manner of sale or other disposition of any collateral for all or any of the Note Obligations; (iv) any change or corporate restructuring of any Guarantor, the Borrower or any of its Subsidiaries; (v) any change in the time, manner or place of payment of, or in any other term of, all or any of the Note Obligations or any amendment, release, discharge, substitution or waiver of any Financing Document or any of the Note Obligations; (vi) the acceptance of any other guaranties or security for any of the Note Obligations; (vii) the payment by any other Person of a portion, but not all, of the Note Obligations; (viii) any duty on the part of any Secured Party to disclose any matter, fact or thing relating to the business, operations or financial or other condition of the Borrower or any other Guarantor now known or hereafter known by such Person; (ix) any disability or other defense of the Borrower or any other Guarantor, any other co-obligor, guarantor, insurer or any other Person (other than resulting from the full, irrevocable and indefeasible performance or payment of the relevant obligations in accordance with their terms); and (x) any action or failure to act in any manner referred to herein which may deprive such Guarantor of its rights to subrogation against the Borrower to recover full indemnity for any payments or performances made pursuant hereto or of its right to contribution against any other Person. (c) Each Guarantor further irrevocably waives, and agrees not to assert in any suit, action or other legal proceeding relating hereto, to the fullest extent permitted by Applicable Law: (i) all defenses and allegations based on or arising out of any contradiction or incompatibility among the Note Obligations and any other obligation of the Borrower, (ii) unless and until the Note Obligations have been performed, paid, satisfied or discharged in full in accordance with the terms hereof, any right to enforce any remedy which any Secured Party now has or may in the future have against the Borrower, any other Guarantor, any other co-obligor, guarantor or insurer or any other Person, (iii) any benefit of, or any right to participate in, any other guarantee or insurance whatsoever now or in the future held by any Secured Party and (iv) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder. Each Guarantor further agrees that any payment of any Note Obligation to any Secured Party or other act which shall toll any statute of limitations applicable to the Note Obligations shall also operate to toll such statute of limitations applicable to such Guarantor’s liability hereunder. (d) This obligations of the Guarantors shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Note Obligations is rescinded or must otherwise be returned by the Secured Parties or any other Person upon the insolvency, bankruptcy or reorganization of any of the Borrower or otherwise, all as though such payment had not been made and, in such event, the Guarantors will promptly pay to the Secured Parties or such other Person an amount equal to any such payment that has been rescinded or returned. The provisions of this Guaranty Agreement Section 11.03 will survive any release or termination of the Guarantor’s obligations under this Article XI. If and to the Guarantors' Obligations hereunder extent that any Guarantor makes any payment to the Secured Parties or to any other Person pursuant to or in respect of this Article XI, any claim which such Guarantor may have against the Borrower by reason thereof shall be absolute subject and unconditional under any and all circumstances and shall not be discharged except by subordinate to the prior payment as herein providedin full, in cash, of the Note Obligations that require the payment of money.