GUARANTOR'S FULL AND
COMPLETE PAYMENT AND PERFORMANCE OF ITS LIABILITIES AND OBLIGATIONS AND THEN
ONLY TO THE EXTENT OF SUCH PAYMENT AND PERFORMANCE.
4.
ABSOLUTE GUARANTY.
NO GUARANTOR'S LIABILITIES AND OBLIGATIONS
UNDER THIS GUARANTY SHALL BE RELEASED, IMPAIRED, LIMITED, REDUCED, CONDITIONED
UPON OR OTHERWISE AFFECTED BY, AND SUCH LIABILITIES AND OBLIGATIONS SHALL
CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING, THE OCCURRENCE OF ANY EVENT
(OTHER THAN AN EVENT CONSISTING OF PAYMENT AND PERFORMANCE OF SUCH LIABILITIES
AND OBLIGATIONS AS PROVIDED IN PARAGRAPH 3 HEREOF) AT ANY TIME OR FROM TIME TO
TIME, INCLUDING, WITHOUT LIMITATION, ANY ONE OR MORE OF THE FOLLOWING EVENTS
SPECIFIED IN CLAUSES (A) THROUGH (R) OF THIS PARAGRAPH 4 BELOW, AND NEITHER THE
ADMINISTRATIVE AGENT NOR ANY LENDER SHALL BE OBLIGATED OR REQUIRED TO TAKE OR TO
REFRAIN FROM TAKING ANY OF SUCH ACTIONS OR INACTIONS SPECIFIED BELOW AND SHALL
HAVE NO LIABILITY, OBLIGATION OR DUTY WHATSOEVER WITH RESPECT TO SUCH ACTIONS OR
INACTIONS, IT BEING ACKNOWLEDGED AND AGREED BY EACH GUARANTOR THAT ALL OF SUCH
LIABILITIES, OBLIGATIONS AND DUTIES (IF ANY) OF THE ADMINISTRATIVE AGENT AND THE
LENDER OTHERWISE EXISTING AND ALL RIGHTS AND REMEDIES (IF ANY) OF EACH GUARANTOR
WITH RESPECT THERETO (WHETHER SUCH LIABILITIES, OBLIGATIONS, DUTIES, RIGHTS OR
REMEDIES EXIST BY VIRTUE OF AGREEMENT, COMMON LAW, EQUITY, STATUTE OR
OTHERWISE), AND EACH AND EVERY DEFENSE WHICH, UNDER PRINCIPLES OF GUARANTY OR
SURETYSHIP LAW, WOULD OTHERWISE OPERATE TO ELIMINATE, IMPAIR, CONDITION OR
RESTRICT THE LIABILITIES AND OBLIGATIONS OF ANY GUARANTOR FOR THE GUARANTEED
OBLIGATIONS, ARE HEREBY EXPRESSLY WAIVED BY EACH GUARANTOR:
A.
THE TAKING OR ACCEPTING OF ANY SECURITY OR OTHER GUARANTY FOR
ANY OR ALL OF THE GUARANTEED OBLIGATIONS, WHETHER HERETOFORE, CONCURRENTLY
HEREWITH OR HEREAFTER;
(a)
Any failure to create or perfect or properly create or
perfect any lien, security interest or assignment intended as security, or any
release, surrender, exchange, substitution, subordination or loss of any
security or guaranty at any time existing in connection with any or all of the
Guaranteed Obligations for any reason;
(b)
Any partial or full release of the liability or obligation of
any Guarantor under this Guaranty or any other guaranty whether or not similar
to this Guaranty, or any partial or full release of the liability or obligation
of any other guarantor of the Guaranteed Obligations;
(c)
The entering into, delivery of, modification of, amendment to
or waiver of compliance with the Credit Agreement, any Note, any Letter of
Credit or any other Loan Document, or any agreement, document or instrument
evidencing, securing or otherwise affecting all or part of the Guaranteed
Obligations, without the notification of any Guarantor, the right of such
notification being hereby specifically waived by each Guarantor;
(d)
The bankruptcy, insolvency, arrangement, adjustment,
composition, liquidation, disability, dissolution or lack of authority (whether
corporate, partnership or trust) of Borrower, any Guarantor or any other Person
at any time liable or obligated for the payment of any or all of the Guaranteed
Obligations, whether now existing or hereafter arising, or any limitation on