ABSOLUTELY AND UNCONDITIONALLY
GUARANTEES, AS A GUARANTY OF PAYMENT AND PERFORMANCE AND NOT MERELY AS A
GUARANTY OF COLLECTION, PROMPT PAYMENT WHEN DUE, WHETHER AT STATED MATURITY, BY
REQUIRED PREPAYMENT, UPON ACCELERATION, DEMAND OR OTHERWISE, AND AT ALL TIMES
THEREAFTER, OF ALL OBLIGATIONS (COLLECTIVELY, THE "GUARANTEED OBLIGATIONS"). THE
BOOKS AND RECORDS OF THE ADMINISTRATIVE AGENT AND THE BOOKS AND RECORDS OF EACH
GUARANTEED PARTY SHOWING THE AMOUNT OF THE GUARANTEED OBLIGATIONS SHALL BE
ADMISSIBLE IN EVIDENCE IN ANY ACTION OR PROCEEDING, AND SHALL BE CONCLUSIVE
ABSENT MANIFEST ERROR OF THE AMOUNT OF THE CREDIT EXTENSIONS MADE BY THE LENDERS
TO THE BORROWERS AND THE INTEREST AND PAYMENTS THEREON. THIS GUARANTY SHALL NOT
BE AFFECTED BY THE GENUINENESS, VALIDITY, REGULARITY OR ENFORCEABILITY OF THE
GUARANTEED OBLIGATIONS OR ANY INSTRUMENT OR AGREEMENT EVIDENCING ANY GUARANTEED
OBLIGATIONS, OR BY THE EXISTENCE, VALIDITY, ENFORCEABILITY, PERFECTION,
NON-PERFECTION OR EXTENT OF ANY COLLATERAL THEREFOR, OR BY ANY FACT OR
CIRCUMSTANCE RELATING TO THE GUARANTEED OBLIGATIONS WHICH MIGHT OTHERWISE
CONSTITUTE A DEFENSE TO THE OBLIGATIONS OF EACH GUARANTOR UNDER THIS GUARANTY,
AND SUCH GUARANTOR HEREBY IRREVOCABLY WAIVES ANY DEFENSES IT MAY NOW HAVE OR
HEREAFTER ACQUIRE IN ANY WAY RELATING TO ANY OR ALL OF THE FOREGOING. ANYTHING
CONTAINED HEREIN TO THE CONTRARY NOTWITHSTANDING, THE OBLIGATIONS OF EACH
GUARANTOR HEREUNDER AT ANY TIME SHALL BE LIMITED TO AN AGGREGATE AMOUNT EQUAL TO
THE LARGEST AMOUNT THAT WOULD NOT RENDER ITS OBLIGATIONS HEREUNDER SUBJECT TO
AVOIDANCE AS A FRAUDULENT TRANSFER OR CONVEYANCE UNDER SECTION 548 OF THE
BANKRUPTCY CODE (TITLE 11, UNITED STATES CODE) OR ANY COMPARABLE PROVISIONS OF
ANY SIMILAR FEDERAL OR STATE LAW.
ARTICLE XIV.3. NO SETOFF OR DEDUCTIONS; TAXES; PAYMENTS. EACH GUARANTOR SHALL
MAKE ALL PAYMENTS HEREUNDER WITHOUT SETOFF OR COUNTERCLAIM AND FREE AND CLEAR OF
AND WITHOUT DEDUCTION FOR ANY TAXES, LEVIES, IMPOSTS, DUTIES, CHARGES, FEES,
DEDUCTIONS, WITHHOLDINGS, COMPULSORY LOANS, RESTRICTIONS OR CONDITIONS OF ANY
NATURE NOW OR HEREAFTER IMPOSED OR LEVIED BY ANY JURISDICTION OR ANY POLITICAL
SUBDIVISION THEREOF OR TAXING OR OTHER AUTHORITY THEREIN UNLESS SUCH GUARANTOR
IS COMPELLED BY APPLICABLE LAW TO MAKE SUCH DEDUCTION OR WITHHOLDING AND EACH
GUARANTOR SHALL, JOINTLY AND SEVERALLY, PAY AND INDEMNIFY EACH GUARANTEED PARTY
FOR TAXES (OTHER THAN EXCLUDED TAXES) AND OTHER TAXES TO THE EXTENT ANY BORROWER
WOULD BE REQUIRED TO DO SO PURSUANT TO SECTION 3.01 OF THE CREDIT AGREEMENT. THE
OBLIGATIONS OF EACH GUARANTOR UNDER THIS PARAGRAPH SHALL SURVIVE THE PAYMENT IN
FULL OF THE GUARANTEED OBLIGATIONS AND TERMINATION OF THIS GUARANTY.
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ARTICLE XV.4. RIGHTS OF GUARANTEED PARTIES. EACH GUARANTOR CONSENTS AND AGREES
THAT THE GUARANTEED PARTIES MAY, AT ANY TIME AND FROM TIME TO TIME, WITHOUT
NOTICE OR DEMAND, AND WITHOUT AFFECTING THE ENFORCEABILITY OR CONTINUING
EFFECTIVENESS HEREOF: (A) AMEND, EXTEND, RENEW, COMPROMISE, DISCHARGE,
ACCELERATE OR OTHERWISE CHANGE THE TIME FOR PAYMENT OR THE TERMS OF THE
GUARANTEED OBLIGATIONS OR ANY PART THEREOF, (B) TAKE, HOLD, EXCHANGE, ENFORCE,
WAIVE, RELEASE, FAIL TO PERFECT, SELL, OR OTHERWISE DISPOSE OF ANY SECURITY FOR
THE PAYMENT OF THIS GUARANTY OR ANY GUARANTEED