BANKRUPTCY,
INSOLVENCY OR SIMILAR LAWS OF ANY JURISDICTION AT THE RATE OR RATES PROVIDED IN
THE LOAN DOCUMENTS, OR THE SWAP AGREEMENTS BETWEEN ANY CREDIT PARTY AND ANY
LENDER COUNTERPARTY, AS THE CASE MAY BE.
EACH GUARANTOR AGREES THAT, AS BETWEEN
THE GUARANTOR AND THE ADMINISTRATIVE AGENT, THE GUARANTEED LIABILITIES MAY BE
DECLARED TO BE DUE AND PAYABLE FOR THE PURPOSES OF THIS GUARANTEE
NOTWITHSTANDING ANY STAY, INJUNCTION OR OTHER PROHIBITION WHICH MAY PREVENT,
DELAY OR VITIATE ANY DECLARATION AS REGARDS THE BORROWER OR ANY OTHER GUARANTOR
AND THAT IN THE EVENT OF A DECLARATION OR ATTEMPTED DECLARATION, THE GUARANTEED
LIABILITIES SHALL IMMEDIATELY BECOME DUE AND PAYABLE BY EACH GUARANTOR FOR THE
PURPOSES OF THIS GUARANTEE.
SECTION 8.02.
GUARANTEE ABSOLUTE.
EACH GUARANTOR GUARANTEES THAT THE
GUARANTEED LIABILITIES SHALL BE PAID STRICTLY IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT AND THE SWAP AGREEMENTS.
THE LIABILITY OF EACH GUARANTOR
HEREUNDER IS ABSOLUTE AND UNCONDITIONAL IRRESPECTIVE OF:
(A) ANY CHANGE IN THE
TIME, MANNER OR PLACE OF PAYMENT OF, OR IN ANY OTHER TERM OF, ALL OR ANY OF THE
LOAN DOCUMENTS OR THE GUARANTEED LIABILITIES, OR ANY OTHER AMENDMENT OR WAIVER
OF OR ANY CONSENT TO DEPARTURE FROM ANY OF THE TERMS OF ANY LOAN DOCUMENT OR
GUARANTEED LIABILITY, INCLUDING ANY INCREASE OR DECREASE IN THE RATE OF INTEREST
THEREON; (B) ANY RELEASE OR AMENDMENT OR WAIVER OF, OR CONSENT TO DEPARTURE
FROM, ANY OTHER GUARANTY OR SUPPORT DOCUMENT, OR ANY EXCHANGE, RELEASE OR
NON‐PERFECTION OF ANY COLLATERAL, FOR ALL OR ANY OF THE LOAN DOCUMENTS OR
GUARANTEED LIABILITIES; (C) ANY PRESENT OR FUTURE LAW, REGULATION OR ORDER OF
ANY JURISDICTION (WHETHER OF RIGHT OR IN FACT) OR OF ANY AGENCY THEREOF
PURPORTING TO REDUCE, AMEND, RESTRUCTURE OR OTHERWISE AFFECT ANY TERM OF ANY
LOAN DOCUMENT OR GUARANTEED LIABILITY; (D) WITHOUT BEING LIMITED BY THE
FOREGOING, ANY LACK OF VALIDITY OR ENFORCEABILITY OF ANY LOAN DOCUMENT OR
GUARANTEED LIABILITY; AND (E) ANY OTHER SETOFF, DEFENSE OR COUNTERCLAIM
WHATSOEVER (IN ANY CASE, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY)
WITH RESPECT TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY
WHICH MIGHT CONSTITUTE A LEGAL OR EQUITABLE DEFENSE AVAILABLE TO, OR DISCHARGE
OF, THE BORROWER OR A GUARANTOR.
SECTION 8.03.
GUARANTEE IRREVOCABLE.
THIS GUARANTEE IS A CONTINUING
GUARANTY OF THE PAYMENT OF ALL GUARANTEED LIABILITIES NOW OR HEREAFTER EXISTING
UNDER THIS AGREEMENT AND THE SWAP AGREEMENTS AND SHALL REMAIN IN FULL FORCE AND
EFFECT UNTIL PAYMENT IN FULL OF ALL GUARANTEED LIABILITIES AND OTHER AMOUNTS
PAYABLE HEREUNDER AND UNTIL THIS AGREEMENT AND THE SWAP AGREEMENTS ARE NO LONGER
IN EFFECT OR, IF EARLIER, WHEN THE GUARANTOR HAS GIVEN THE ADMINISTRATIVE AGENT
WRITTEN NOTICE THAT THIS GUARANTEE HAS BEEN REVOKED; PROVIDED THAT ANY NOTICE
UNDER THIS SECTION SHALL NOT RELEASE THE REVOKING GUARANTOR FROM ANY GUARANTEED
LIABILITY, ABSOLUTE OR CONTINGENT, EXISTING PRIOR TO THE ADMINISTRATIVE AGENT'S
ACTUAL RECEIPT OF THE NOTICE AT ITS BRANCHES OR DEPARTMENTS RESPONSIBLE FOR THIS
AGREEMENT AND THE SWAP AGREEMENTS AND REASONABLE OPPORTUNITY TO ACT UPON SUCH