ON THE ONE HAND, AND COLLATERAL AGENT AND THE
BANK SECURED PARTIES, ON THE OTHER HAND, LIKEWISE SHALL BE CONCLUSIVELY PRESUMED
TO HAVE BEEN HAD OR CONSUMMATED IN RELIANCE UPON THIS GUARANTY AGREEMENT. EACH
GUARANTOR KNOWINGLY, INTENTIONALLY AND SPECIFICALLY WAIVES DILIGENCE,
PRESENTMENT, PROTEST, DEMAND FOR PAYMENT AND NOTICE OF DEFAULT OR NONPAYMENT TO
OR UPON THE COMPANY OR ANY OF THE GUARANTORS WITH RESPECT TO THE OBLIGATIONS.
EACH GUARANTOR UNDERSTANDS
AND AGREES THAT THIS GUARANTY AGREEMENT SHALL BE CONSTRUED AS A CONTINUING,
ABSOLUTE AND UNCONDITIONAL GUARANTEE OF PAYMENT WITHOUT REGARD TO, AND HEREBY
IRREVOCABLY WAIVES ANY DEFENSES IT MAY NOW OR HEREAFTER HAVE IN ANY WAY RELATING
TO, THE FOLLOWING: (A) THE VALIDITY, REGULARITY OR ENFORCEABILITY OF THE CREDIT
AGREEMENT, ANY OTHER BANK LOAN DOCUMENT, ANY SECURED HEDGE AGREEMENT, ANY
SECURED CASH MANAGEMENT AGREEMENT, ANY OF THE OBLIGATIONS OR ANY OTHER
COLLATERAL SECURITY THEREFOR OR GUARANTEE OR RIGHT OF OFFSET WITH RESPECT
THERETO AT ANY TIME OR FROM TIME TO TIME HELD BY OR FOR COLLATERAL AGENT OR ANY
BANK SECURED PARTY, (B) ANY DEFENSE, SET-OFF OR COUNTERCLAIM (OTHER THAN A
DEFENSE OF PAYMENT OR PERFORMANCE) WHICH MAY AT ANY TIME BE AVAILABLE TO OR BE
ASSERTED BY THE COMPANY AGAINST COLLATERAL AGENT OR ANY BANK SECURED PARTY, OR
(C) ANY OTHER CIRCUMSTANCE WHATSOEVER (WITH OR WITHOUT NOTICE TO OR KNOWLEDGE OF
THE COMPANY OR SUCH GUARANTOR) WHICH CONSTITUTES, OR MIGHT BE CONSTRUED TO
CONSTITUTE, AN EQUITABLE OR LEGAL DISCHARGE OF THE COMPANY FOR THE OBLIGATIONS,
OR OF SUCH GUARANTOR UNDER THIS GUARANTY AGREEMENT, IN BANKRUPTCY OR IN ANY
OTHER INSTANCE, INCLUDING, WITHOUT LIMITATION, ANY DIMINUTION IN VALUE, FOR
WHATEVER REASON, OF ANY OF THE COLLATERAL SECURITY FOR THE OBLIGATIONS. WHEN
PURSUING ITS RIGHTS AND REMEDIES HEREUNDER AGAINST ANY GUARANTOR, COLLATERAL
AGENT OR A BANK SECURED PARTY MAY, BUT SHALL BE UNDER NO OBLIGATION TO, PURSUE
SUCH RIGHTS AND REMEDIES AS IT MAY HAVE AGAINST THE COMPANY OR ANY OTHER PERSON
OR AGAINST ANY COLLATERAL SECURITY OR GUARANTEE FOR THE OBLIGATIONS OR ANY RIGHT
OF OFFSET WITH RESPECT THERETO (AND EACH GUARANTOR HEREBY KNOWINGLY,
INTENTIONALLY AND SPECIFICALLY WAIVES ANY RIGHT IT MAY HAVE TO REQUIRE
COLLATERAL AGENT OR A BANK SECURED PARTY TO DO SO), AND ANY FAILURE BY
COLLATERAL AGENT OR ANY BANK SECURED PARTY TO PURSUE SUCH OTHER RIGHTS OR
REMEDIES OR TO COLLECT ANY PAYMENTS FROM THE COMPANY OR ANY SUCH OTHER PERSON OR
TO REALIZE UPON ANY SUCH COLLATERAL SECURITY OR GUARANTEE OR TO EXERCISE ANY
SUCH RIGHT OF OFFSET, OR ANY RELEASE OF THE COMPANY OR ANY SUCH OTHER PERSON OR
ANY SUCH COLLATERAL SECURITY, GUARANTEE OR RIGHT OF OFFSET, SHALL NOT RELIEVE
SUCH GUARANTOR OF ANY LIABILITY HEREUNDER, AND SHALL NOT IMPAIR OR AFFECT THE
RIGHTS AND REMEDIES, WHETHER EXPRESS, IMPLIED OR AVAILABLE AS A MATTER OF LAW,
OF COLLATERAL AGENT OR BANK SECURED PARTIES AGAINST SUCH GUARANTOR. THIS
GUARANTY AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AND BE BINDING IN
ACCORDANCE WITH AND TO THE EXTENT OF ITS TERMS UPON EACH