Common use of Obligations Not Affected Clause in Contracts

Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following: the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied agreement, covenant, term or condition relating to the Capital Securities to be performed or observed by the Issuer; the extension of time for the payment by the Issuer of all or any portion of the Distributions, Redemption Price, Special Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Capital Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Capital Securities (other than an extension of time for the payment of the Distributions, Redemption Price, Special Redemption Price, Liquidation Distribution or other sums payable that results from the extension of any interest payment period on the Debentures or any extension of the maturity date of the Debentures permitted by the Indenture); any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Capital Securities, or any action on the part of the Issuer granting indulgence or extension of any kind; the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer or any of the assets of the Issuer; any invalidity of, or defect or deficiency in, the Capital Securities; the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 4.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.

Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following: the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied agreement, covenant, term or condition relating to the Capital Securities to be performed or observed by the Issuer; the extension of time for the payment by the Issuer of all or any portion of the Distributions, Redemption Price, Special Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Capital Securities or the extension of time for the performance of any other obligation under, arising out of, of or in connection with, the Capital Securities (other than an extension of time for the payment of the Distributions, Redemption Price, Special Redemption Price, Liquidation Distribution or other sums sum payable that results from the extension of any interest payment period on the Debentures or any extension of the maturity date of the Debentures permitted by the Indenture); any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Capital Securities, or any action on the part of the Issuer granting indulgence or extension of any kind; the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer or any of the assets of the Issuer; any invalidity of, or defect or deficiency in, the Capital Securities; the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 4.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.

Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following: the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied agreement, covenant, term or condition relating to the Capital Preferred Securities to be performed or observed by the Issuer; the extension of time for the payment by the Issuer of all or any portion of the DistributionsDistributions (other than an extension of time for payment of Distributions that results from the extension of any interest payment period on the Notes as provided in the Indenture), Redemption Price, Special Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Capital Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Capital Securities (other than an extension of time for the payment of the Distributions, Redemption Price, Special Redemption Price, Liquidation Distribution or other sums payable that results from the extension of any interest payment period on the Debentures or any extension of the maturity date of the Debentures permitted by the Indenture)Preferred Securities; any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Capital Preferred Securities, or any action on the part of the Issuer granting indulgence or extension of any kind; the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer or any of the assets of the Issuer; any invalidity of, or defect or deficiency in, the Capital Preferred Securities; the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 4.3 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing.

Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Guarantee shall be absolute and unconditional and shall remain in full force and effect until the entire liquidation amount of all outstanding Securities shall have been paid and such obligation shall in no way be affected or impaired by reason of the happening from time to time of any of event, including without limitation, the following, whether or not with notice to, or the consent of, the Guarantor: the The release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer Trust of any express or implied agreement, covenant, term or condition relating to the Capital Securities to be performed or observed by the IssuerTrust; the The extension of time for the payment by the Issuer Trust of all or any portion of the Distributions, Redemption Price, Special Redemption PricePrice (as defined in the Indenture), Liquidation Distribution or any other sums payable under the terms of the Capital Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, with the Capital Securities (other than an extension of time for the payment of the Distributions, Redemption Price, Special Redemption Price, Liquidation Distribution or other sums sum payable that results from the extension of any interest payment period on the Debentures or any extension of change to the maturity date of the Debentures permitted by the Indenture); any Any failure, omission, delay or lack of diligence on the part of the Property Trustee or the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Property Trustee or the Holders pursuant to the terms of the Capital Securities, or any action on the part of the Issuer Trust granting indulgence or extension of any kind; the The voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer Trust or any of the assets of the IssuerTrust; any Any invalidity of, or defect or deficiency in, the Capital Securities; the The settlement or compromise of any obligation guaranteed hereby or hereby incurred; or any Any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 4.3 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Guarantee Trustee or the Holders to give notice to, or obtain consent of, of the Guarantor or any other Person with respect to the happening of any of the foregoing. No setoff, counterclaim, reduction or diminution of any obligation, or any defense of any kind or nature that the Guarantor has or may have against any Holder shall be available hereunder to the Guarantor against such Holder to reduce the payments to it under this Guarantee.

Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Series B Capital Securities Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following: (a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied agreement, covenant, term or condition relating to the Series B Capital Securities to be performed or observed by the Issuer; (b) the extension of time for the payment by the Issuer of all or any portion of the Distributions, Redemption Price, Special Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Series B Capital Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Series B Capital Securities (other than an extension of time for the payment of the Distributions, Redemption Price, Special Redemption Price, Liquidation Distribution or other sums sum payable that results from the extension of any interest payment period on the Debentures or any extension of the maturity date of the Debentures permitted by the Indenture); (c) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Series B Capital Securities, or any action on the part of the Issuer granting indulgence or extension of any kind; (d) the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer or any of the assets of the Issuer; (e) any invalidity of, or defect or deficiency in, the Series B Capital Securities; (f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (g) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 4.3 5.3 that the obligations of the Guarantor hereunder with respect to the Guarantee Payments shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.. SECTION 5.4

Obligations Not Affected. The obligations, Guarantor’s covenants, agreements and duties of the Guarantor obligations under this Guarantee Guaranty shall in no way be released, diminished, reduced, impaired or otherwise affected or impaired by reason of the happening from time to time of any of the following: the release or waiverfollowing things, for any reason, whether by voluntary act, operation of law or otherwiseorder of any competent governmental authority and whether or not Guarantor is given any notice or is asked for or gives any further consent (all requirements for which, however arising, Guarantor hereby WAIVES): (a) release or waiver of the performance any obligation or observance by the Issuer of duty to perform or observe any express or implied agreement, covenant, term or condition relating imposed in any of the Documents or by applicable law on any Obligor or any party to the Capital Securities to be performed or observed by the IssuerDocuments; the (a) extension of the time for the payment by the Issuer of all or any portion part of the Distributions, Redemption Price, Special Redemption Price, Liquidation Distribution Obligation or any other sums payable under the terms Documents, extension of the Capital Securities or the extension of time for the performance of any other obligation under, under or arising out of, of or in connection withwith the Documents or change in the manner, place or other terms of such payment or performance; (b) settlement or compromise of any or all of the Capital Securities Obligation; (b) renewal, supplementation, modification, rearrangement, amendment, restatement, replacement, cancellation, rescission, revocation or reinstatement (whether or not material) of any part of any of the Documents or any obligations under the Documents of any Obligor or any other than an extension party to the Documents (without limitation on the number of times any of the foregoing may occur); (c) acceleration of the time for the payment or performance of any Obligation or other obligation under any of the Distributions, Redemption Price, Special Redemption Price, Liquidation Distribution Documents or other sums payable that results from the extension exercise of any interest payment period on the Debentures other right, privilege or remedy under or in regard to any extension of the maturity date of the Debentures permitted by the Indenture)Documents; any (c) failure, omission, delay delay, neglect, refusal or lack of diligence on the part of the Holders by Lender or any other person to assert, enforce, assert give notice of intent to exercise—or any other notice with respect to—or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms Lender or any other person in any of the Capital Securities, Documents or any by law or action on the part of the Issuer Lender or any other person granting indulgence indulgence, grace, adjustment, forbearance or extension of any kindkind to any Obligor or any other person; (d) release, surrender, exchange, subordination or loss of any security or lien priority under any of the Documents or in connection with the Obligation; (d) release, modification or waiver of, or failure, omission, delay, neglect, refusal or lack of diligence to enforce, any guaranty, pledge, mortgage, deed of trust, security agreement, lien, charge, insurance agreement, bond, letter of credit or other security device, guaranty, surety or indemnity agreement whatsoever; (e) taking or acceptance of any other security or guaranty for the payment or performance of any or all of the Obligation or the obligations of any Obligor; (e) release, modification or waiver of, or failure, omission, delay, neglect, refusal or lack of diligence to enforce, any right, benefit, privilege or interest under any contract or agreement, under which the rights of any Obligor have been collaterally or absolutely assigned, or in which a security interest has been granted, to Lender as direct or indirect security for payment of the Obligation or performance of any other obligations to—or at any time held by—Lender; (f) legal incapacity, voluntary or involuntary liquidation, dissolution, sale of any collateral, marshaling of assets and liabilities, change in corporate or organizational status, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer of or affecting any Obligor or any of the assets of any Obligor, even if any of the IssuerObligation is thereby rendered void, unenforceable or uncollectible against any other person; (f) occurrence or discovery of any irregularity, invalidity of, or unenforceability of any of the Obligation or Documents or any defect or deficiency inin any of the Obligation or Documents, including the Capital Securities; the settlement or compromise unenforceability of any obligation guaranteed hereby provisions of any of the Documents because entering into any such Document was ultra vxxxx or hereby incurredbecause anyone who executed them exceeded their authority; (g) failure to acquire, protect or perfect any lien or security interest in any collateral intended to secure any part of the Obligation or any other obligations under the Documents or failure to maintain perfection; (g) failure by Lender or any other person to notify—or timely notify—Guarantor of any default, event of default or similar event (however denominated) under any of the Documents, any renewal, extension, supplementing, modification, rearrangement, amendment, restatement, replacement, cancellation, rescission, revocation or reinstatement (whether or not material) or assignment of any part of the Obligation, release or exchange of any security, any other action taken or not taken by Lender against any Obligor or any other person or any direct or indirect security for any part of the Obligation or other obligation of any Obligor, any new agreement between Lender and any Obligor or any other person or any other event or circumstance (and Lender shall have no duty or obligation to give Guarantor any notice of any kind under any circumstances whatsoever that with respect to or in connection with the Obligation or the Documents); (h) occurrence of any event or circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 4.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders to give notice available to, or obtain consent a discharge of, any Obligor, including failure of consideration, fraud by or affecting any person, usury, forgery, breach of warranty, failure to satisfy any requirement of the Guarantor with respect to the happening statute of frauds, running of any statute of limitation, accord and satisfaction and any defense based on election of remedies of any type; (h) occurrence of any act, error or omission of Lender; and (i) any increase or change in the foregoingObligation.

Obligations Not Affected. The obligations, Guarantors' covenants, agreements and duties of the Guarantor obligations under this Guarantee Guaranty shall in no way be released, diminished, reduced, impaired or otherwise affected or impaired by reason of the happening from time to time of any of the following: the release or waiverfollowing things, for any reason, whether by voluntary act, operation of law or otherwiseorder of any competent governmental authority and whether or not the Guarantors are given any notice or are asked for or give any further consent (all requirements for which, however arising, each Guarantor hereby waives to the fullest extent permitted by applicable law): Section 3.3.1. release or waiver of the performance any obligation or observance by the Issuer of duty to perform or observe any express or implied agreement, covenant, term or condition relating imposed in any of the Note Documents or by applicable law on any Obligor or any party to the Capital Securities to be performed or observed by the IssuerNote Documents; the Section 3.3.2. extension of the time for the payment by the Issuer of all or any portion part of the Distributions, Redemption Price, Special Redemption Price, Liquidation Distribution Debt or any other sums payable under the terms Note Documents, extension of the Capital Securities or the extension of time for the performance of any other obligation under, under or arising out of, of or in connection withwith the Note Documents or change in the manner, place or other terms of such payment or performance; Section 3.3.3. settlement or compromise of any or all of the Capital Securities Debt; Section 3.3.4. renewal, supplementing, modification, rearrangement, amendment, restatement, replacement, cancellation, rescission, revocation or reinstatement (whether or not material) of any part of any of the Note Documents or any obligations under the Note Documents of any Obligor or any other than an extension party to the Note Documents (without limitation on the number of times any of the foregoing may occur); Section 3.3.5. acceleration of the time for the payment or performance of any Debt or other obligation under any of the Distributions, Redemption Price, Special Redemption Price, Liquidation Distribution Note Documents or other sums payable that results from the extension exercise of any interest payment period on the Debentures other right, privilege or remedy under or in regard to any extension of the maturity date of the Debentures permitted by the Indenture)Note Documents; any Section 3.3.6. failure, omission, delay delay, neglect, refusal or lack of diligence on the part of the Holders by any Purchaser or any other Person to assert, enforce, assert give notice of intent to exercise _ or any other notice with respect to _ or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms any Purchaser or any other Person in any of the Capital Securities, Note Documents or any by law or action on the part of the Issuer any Purchaser or any other Person granting indulgence indulgence, grace, adjustment, forbearance or extension of any kindkind to any Obligor or any other Person; Section 3.3.7. release, surrender, exchange, subordination or loss of any security or lien priority under any of the Note Documents or in connection with the Debt; Section 3.3.8. release, modification or waiver of, or failure, omission, delay, neglect, refusal or lack of diligence to enforce, any guaranty, pledge, mortgage, deed of trust, security agreement, lien, charge, insurance agreement, bond, letter of credit or other security device, guaranty, surety or indemnity agreement whatsoever; Section 3.3.9. taking or acceptance of any other security or guaranty for the payment or performance of any or all of the Debt or the obligations of any Obligor; Section 3.3.10. release, modification or waiver of, or failure, omission, delay, neglect, refusal or lack of diligence to enforce, any right, benefit, privilege or interest under any contract or agreement, under which the rights of any Obligor have been collaterally or absolutely assigned, or in which a security interest has been granted, to any Purchaser as direct or indirect security for payment of the Debt or performance of any other obligations to _ or at any time held by _ any Purchaser; Section 3.3.11. voluntary or involuntary liquidation, dissolution, sale of any collateral, marshaling of assets and liabilities, change in corporate or organizational status, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer of or affecting any Obligor or any of the assets of any Obligor, even if any of the IssuerDebt is thereby rendered void, unenforceable or uncollectible against any other Person; Section 3.3.12. occurrence or discovery of any irregularity, invalidity of, or unenforceability of any of the Debt or Note Documents or any defect or deficiency inin any of the Debt or Note Documents, including the Capital Securities; the settlement or compromise unenforceability of any obligation guaranteed hereby provisions of any of the Note Documents because entering into any such Note Document was ultra xxxxx or hereby incurredbecause anyone who executed them exceeded their authority; Section 3.3.13. failure to acquire, protect or perfect any lien or security interest in any collateral intended to secure any part of the Debt or any other circumstance obligations under the Note Documents or failure to maintain perfection; Section 3.3.14. failure by any Purchaser or any other Person to notify _ or timely notify _ any Guarantor of any default, event of default or similar event (however denominated) under any of the Note Documents, any renewal, extension, supplementing, modification, rearrangement, amendment, restatement, replacement, cancellation, rescission, revocation or reinstatement (whether or not material) or assignment of any part of the Debt, release or exchange of any security, any other action taken or not taken by any Purchaser against any Obligor or any other Person or any direct or indirect security for any part of the Debt or other obligation of Company, any new agreement between any Purchaser and any Obligor or any other Person or any other event or circumstance. Except as required by applicable law, no Purchaser has any duty or obligation to give any Guarantor any notice of any kind under any circumstances whatsoever that with respect to or in connection with the Debt or the Note Documents; Section 3.3.15. occurrence of any event or circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 4.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders to give notice available to, or obtain consent a discharge of, any Obligor, including failure of consideration, fraud by or affecting any Person, usury, forgery, breach of warranty, failure to satisfy any requirement of the Guarantor with respect statute of frauds, running of any statute of limitation, accord and satisfaction and any defense based on election of remedies of any type; and Section 3.3.16. receipt and/or application of any proceeds, credits or recoveries from any source, including any proceeds, credits, or amounts realized from exercise of any rights, remedies, powers or privileges of any Purchaser under the Note Documents, by law or otherwise available to any Purchaser except only as and to the happening extent the same reduces the Guaranteed Debt pursuant to and in accordance with other express provisions of any of the foregoingthis Guaranty.

Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following: (a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied agreement, covenant, term or condition relating to the Capital Preferred Securities to be performed or observed by the Issuer; (b) the extension of time for the payment by the Issuer of all or any portion of the DistributionsDistributions (other than an extension of time for payment of Distributions that results from the extension of any interest payment period on the Debentures as so provided in the Indenture), Redemption Price, Special Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Capital Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Capital Securities Preferred Securities; (other than an extension of time for the payment of the Distributions, Redemption Price, Special Redemption Price, Liquidation Distribution or other sums payable that results from the extension of any interest payment period on the Debentures or any extension of the maturity date of the Debentures permitted by the Indenture); c) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Capital Preferred Securities, or any action on the part of the Issuer granting indulgence or extension of any kind; (d) the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer or any of the assets of the Issuer; any invalidity of, or defect or deficiency in, the Capital Securities; the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 4.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.8

Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following: (a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied agreement, covenant, term or condition relating to the Capital Securities to be performed or observed by the Issuer; (b) the extension of time for the payment by the Issuer of all or any portion of the Distributions, Redemption Price, Special Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Capital Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Capital Securities (other than an extension of time for the payment of the Distributions, Redemption Price, Special Redemption Price, Liquidation Distribution or other sums payable that results from the extension of any interest payment period on the Debentures or of any extension of the maturity date of the Debentures permitted by the Indenture); (c) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Capital Securities, or any action on the part of the Issuer granting indulgence or extension of any kind; (d) the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer or any of the assets of the Issuer; (e) any invalidity of, or defect or deficiency in, the Capital Securities; the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 4.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.-10-

Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following: <PAGE> the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied agreement, covenant, term or condition relating to the Capital Securities to be performed or observed by the Issuer; the extension of time for the payment by the Issuer of all or any portion of the Distributions, Redemption Price, Special Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Capital Securities or the extension of time for the performance of any other obligation under, arising out of, of or in connection with, the Capital Securities (other than an extension of time for the payment of the Distributions, Redemption Price, Special Redemption Price, Liquidation Distribution or other sums sum payable that results from the extension of any interest payment period on the Debentures or any extension of the maturity date of the Debentures permitted by the Indenture); any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Capital Securities, or any action on the part of the Issuer granting indulgence or extension of any kind; the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer or any of the assets of the Issuer; any invalidity of, or defect or deficiency in, the Capital Securities; the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 4.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.

Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Capital Securities Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following: (a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied agreement, covenant, term or condition relating to the Capital Securities to be performed or observed by the Issuer; (b) the extension of time for the payment by the Issuer of all or any portion of the Distributions, Redemption Price, Special Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Capital Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Capital Securities (other than an extension of time for the payment of the Distributions, Redemption Price, Special Redemption Price, Liquidation Distribution or other sums sum payable that results from the extension of any interest payment period on the Debentures or any extension of the maturity date of the Debentures permitted by the Indenture); (c) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Capital Securities, or any action on the part of the Issuer granting indulgence or extension of any kind; (d) the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer or any of the assets of the Issuer; (e) any invalidity of, or defect or deficiency in, the Capital Securities; the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 4.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.;

Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Capital Securities Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following: (a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied agreement, covenant, term or condition relating to the Capital Securities to be performed or observed by the Issuer; (b) the extension of time for the payment by the Issuer of all or any portion of the Distributions, Redemption Price, Special Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Capital Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Capital Securities (other than an extension of time for the payment of the Distributions, Redemption Price, Special Redemption Price, Liquidation Distribution or other sums sum payable that results from the extension of any interest payment period on the Debentures or any extension of the maturity date of the Debentures permitted by the Indenture); (c) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Capital Securities, or any action on the part of the Issuer granting indulgence or extension of any kind; (d) the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer or any of the assets of the Issuer; (e) any invalidity of, or defect or deficiency in, the Capital Securities; (f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (g) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 4.3 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.

Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following: the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied agreement, covenant, term or condition relating to the Capital Securities to be performed or observed by the Issuer; the extension of time for the payment by the Issuer of all or any portion of the Distributions, Optional Redemption Price, Special Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Capital Securities or the extension of time for the performance of any other obligation under, arising out of, of or in connection with, the Capital Securities (other than an extension of time for the payment of the Distributions, Optional Redemption Price, Special Redemption Price, Liquidation Distribution or other sums sum payable that results from the extension of any interest payment period on the Debentures or any extension of the maturity date of the Debentures permitted by the Indenture); any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Capital Securities, or any action on the part of the Issuer granting indulgence or extension of any kind; the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer or any of the assets of the Issuer; any invalidity of, or defect or deficiency in, the Capital Securities; the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 4.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders to give notice to, or obtain consent of, the Guarantor with respect to the happening of any of the foregoing.

Obligations Not Affected. The obligations, Guarantors' covenants, agreements and duties of the Guarantor obligations under this Guarantee Guaranty shall in no way be released, diminished, reduced, impaired or otherwise affected or impaired by reason of the happening from time to time of any of the following: the release or waiverfollowing things, for any reason, whether by voluntary act, operation of law or otherwiseorder of any competent governmental authority and whether or not Guarantors are given any notice or are asked for or give any further consent (all requirements for which, however arising, each Guarantor hereby WAIVES to the fullest extent permitted by applicable law): (1) release or waiver of the performance any obligation or observance by the Issuer of duty to perform or observe any express or implied agreement, covenant, term or condition relating imposed in any of the Loan Documents or by applicable law on any Obligor or any party to the Capital Securities to be performed or observed by the IssuerLoan Documents; the (2) extension of the time for the payment by the Issuer of all or any portion part of the Distributions, Redemption Price, Special Redemption Price, Liquidation Distribution Debt or any other sums payable under the terms Loan Documents, extension of the Capital Securities or the extension of time for the performance of any other obligation under, under or arising out of, of or in connection withwith the Loan Documents or change in the manner, place or other terms of such payment or performance; (3) settlement or compromise of any or all of the Capital Securities Debt; (4) renewal, supplementing, modification, rearrangement, amendment, restatement, replacement, cancellation, rescission, revocation or reinstatement (whether or not material) of any part of any of the Loan Documents or any obligations under the Loan Documents of any Obligor or any other than an extension party to the Loan Documents (without limitation on the number of times any of the foregoing may occur); (5) acceleration of the time for the payment or performance of any Debt or other obligation under any of the Distributions, Redemption Price, Special Redemption Price, Liquidation Distribution Loan Documents or other sums payable that results from the extension exercise of any interest payment period on the Debentures other right, privilege or remedy under or in regard to any extension of the maturity date of the Debentures permitted by the Indenture)Loan Documents; any (6) failure, omission, delay delay, neglect, refusal or lack of diligence on the part of the Holders by any Bank or Agent or any other Person to assert, enforce, assert give notice of intent to exercise--or any other notice with respect to--or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms any Bank or Agent or any other Person in any of the Capital Securities, Loan Documents or any by law or action on the part of the Issuer any Bank or Agent or any other Person granting indulgence indulgence, grace, adjustment, forbearance or extension of any kindkind to any Obligor or any other Person; (7) release, surrender, exchange, subordination or loss of any security or lien priority under any of the Loan Documents or in connection with the Debt; (8) release, modification or waiver of, or failure, omission, delay, neglect, refusal or lack of diligence to enforce, any guaranty, pledge, mortgage, deed of trust, security agreement, lien, charge, insurance agreement, bond, letter of credit or other security device, guaranty, surety or indemnity agreement whatsoever; (9) taking or acceptance of any other security or guaranty for the payment or performance of any or all of the Debt or the obligations of any Obligor; (10) release, modification or waiver of, or failure, omission, delay, neglect, refusal or lack of diligence to enforce, any right, benefit, privilege or interest under any contract or agreement, under which the rights of any Obligor have been collaterally or absolutely assigned, or in which a security interest has been granted, to any Bank or Agent as direct or indirect security for payment of the Debt or performance of any other obligations to--or at any time held by--any Bank or Agent; (11) voluntary or involuntary liquidation, dissolution, sale of any collateral, marshaling of assets and liabilities, change in corporate or organizational status, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer of or affecting any Obligor or any of the assets of any Obligor, even if any of the IssuerDebt is thereby rendered void, unenforceable or uncollectible against any other Person; (12) occurrence or discovery of any irregularity, invalidity of, or unenforceability of any of the Debt or Loan Documents or any defect or deficiency inin any of the Debt or Loan Documents, including the Capital Securities; the settlement or compromise unenforceability of any obligation guaranteed hereby provisions of any of the Loan Documents because entering into any such Loan Document was ultra xxxxx or hereby incurredbecause anyone who executed them exceeded their authority; (13) failure to acquire, protect or perfect any lien or security interest in any collateral intended to secure any part of the Debt or any other circumstance obligations under the Loan Documents or failure to maintain perfection; (14) failure by any Bank, Agent or any other Person to notify--or timely notify--any Guarantor of any default, event of default or similar event (however denominated) under any of the Loan Documents, any renewal, extension, supplementing, modification, rearrangement, amendment, restatement, replacement, cancellation, rescission, revocation or reinstatement (whether or not material) or assignment of any part of the Debt, release or exchange of any security, any other action taken or not taken by any Bank or Agent against any Obligor or any other Person or any direct or indirect security for any part of the Debt or other obligation of Company, any new agreement between any Bank or Agent and any Obligor or any other Person or any other event or circumstance. Except as required by applicable law, neither Agent nor any Bank has any duty or obligation to give any Guarantor any notice of any kind under any circumstances whatsoever that with respect to or in connection with the Debt or the Loan Documents; (15) occurrence of any event or circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 4.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders to give notice available to, or obtain consent a discharge of, any Obligor, including failure of consideration, fraud by or affecting any Person, usury, forgery, breach of warranty, failure to satisfy any requirement of the Guarantor with respect statute of frauds, running of any statute of limitation, accord and satisfaction and any defense based on election of remedies of any type; and (16) receipt and/or application of any proceeds, credits or recoveries from any source, including any proceeds, credits, or amounts realized from exercise of any rights, remedies, powers or privileges of any Bank or Agent under the Loan Documents, by law or otherwise available to any Bank or Agent except only as and to the happening extent the same reduces the Guaranteed Debt pursuant to and in accordance with other express provisions of any of the foregoing.this Guaranty. Section 3.4

Obligations Not Affected. The obligations, covenants, agreements and duties of the Guarantor under this Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following: (a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied agreement, covenant, term or condition relating to the Capital Trust Securities to be performed or observed by the Issuer; (b) the extension of time for the payment by the Issuer of all or any portion of the DistributionsDistributions (other than an extension of time for payment of Distributions that results from the extension of any interest payment period on the Junior Subordinated Debt Securities as so provided in the Indenture), Redemption Price, Special Redemption Price, Liquidation Distribution or any other sums payable under the terms of the Capital Trust Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Capital Securities Trust Securities; (other than an extension of time for the payment of the Distributions, Redemption Price, Special Redemption Price, Liquidation Distribution or other sums payable that results from the extension of any interest payment period on the Debentures or any extension of the maturity date of the Debentures permitted by the Indenture); c) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Capital Trust Securities, or any action on the part of the Issuer granting indulgence or extension of any kind; (d) the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer or any of the assets of the Issuer; (e) any invalidity of, or defect or deficiency in, the Capital Trust Securities; (f) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (g) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 4.3 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing. C-9 132 SECTION 5.4.

Obligations Not Affected. The obligationsTo the fullest extent permitted by Applicable Law, covenantseach Guarantor waives presentment to, agreements demand of payment from and duties of the protest to any other Guarantor under this Guarantee shall in no way be affected or impaired by reason of the happening from time to time of any of the following: Obligations, and also waives notice of acceptance of the release Guaranty and notice of protest for nonpayment. To the fullest extent permitted by Applicable Law, the obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Agent or waiverany other Secured Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Guarantor under the provisions of the Credit Agreement, by operation of law any other Loan Document or otherwise, (b) any rescission, waiver, amendment or modification of, or any release from any of the performance terms or observance by the Issuer of provisions of, this Guaranty, any express or implied agreement, covenant, term or condition relating to the Capital Securities to be performed or observed by the Issuer; the extension of time for the payment by the Issuer of all or any portion of the Distributions, Redemption Price, Special Redemption Price, Liquidation Distribution other Loan Document or any other sums payable agreement, with respect to any particular Guarantor under the terms Credit Agreement, (c) the failure to perfect any security interest in, or the release of, any of the Capital Securities security held by or on behalf of the extension of time for Agent or any other Secured Party, (d) the performance failure to provide notice of any other obligation underDefault or Event of Default, arising out ofof any inability to enforce the Obligations or any provisions of the Loan Documents, or in connection withany rights against any Collateral, the Capital Securities (other than an extension of time for the payment of the Distributions, Redemption Price, Special Redemption Price, Liquidation Distribution e) any act or other sums payable that results from the extension of any interest payment period on the Debentures or any extension of the maturity date of the Debentures permitted by the Indenture); any failure, omission, delay or lack of diligence omission on the part of the Holders Agent which may impair or prejudice any rights of such other Guarantor, including rights to enforceobtain subrogation, assert exoneration, contribution, indemnification or exercise any rightother reimbursement from any Guarantor or other Person, privilegeor otherwise operate as a deemed release or discharge of any Guarantor as a matter of law or equity, power (f) any statute of limitations or remedy conferred on other rule of law which provides that the Holders pursuant to obligation of a surety must be neither larger in amount nor in other respects more burdensome than the terms obligation of the Capital Securitiesprincipal, (g) any "single action" or "anti-deficiency" law which would otherwise prevent the Agent from bringing any action, including any claim for a deficiency, against such Guarantor before or after the Agent's commencement or completion of any foreclosure action, whether judicially, by exercise of power of sale or otherwise, or any action other law which would otherwise require any election of remedies by the Agent, and (h) any act or failure to act on the part of any other Guarantor, or by noncompliance by the Issuer granting indulgence or extension Guarantors with the terms, provisions and covenants of any kind; the voluntary or involuntary liquidationLoan Document, dissolution, sale regardless of any collateral, receivership, insolvency, bankruptcy, assignment for knowledge thereof which the benefit Agent may be charged; and each Guarantor waives all demands and notices of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer or any of the assets of the Issuer; any invalidity of, or defect or deficiency in, the Capital Securities; the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this Section 4.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. There shall be no obligation of the Holders to give notice to, or obtain consent of, the Guarantor every kind with respect to the happening foregoing. To the extent not referred to above, each Guarantor waives (a) all defenses (other than payment) which the Guarantors may now or hereafter have to the payment of the Obligations, together with all suretyship defenses, which could otherwise be asserted by such Guarantor and (b) any defense based on or arising out of any defense of any other Guarantor or the unenforceability of the foregoingObligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Guarantor, other than the payment in full in cash of all the Obligations.