AND UNCONDITIONAL, IRRESPECTIVE OF, AND UNAFFECTED BY:
(I)
THE GENUINENESS, VALIDITY,
ENFORCEABILITY OR ANY FUTURE AMENDMENT OF, OR CHANGE IN, THE CREDIT AGREEMENT OR
ANY OTHER LOAN DOCUMENT OR ANY OTHER AGREEMENT, DOCUMENT OR INSTRUMENT TO WHICH
THE BORROWER, ANY PARENTAL ENTITY GUARANTOR, ANY GUARANTOR OR ANY OF THEIR
RESPECTIVE SUBSIDIARIES OR AFFILIATES IS OR MAY BECOME A PARTY;
(II)
THE ABSENCE OF ANY ACTION TO ENFORCE THIS
GUARANTY, THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE WAIVER OR
CONSENT BY THE ADMINISTRATIVE AGENT OR ANY
4
LENDER WITH RESPECT TO ANY OF THE PROVISIONS OF THIS GUARANTY, THE CREDIT
AGREEMENT OR ANY OTHER LOAN DOCUMENT;
(III)
THE EXISTENCE, VALUE OR CONDITION OF, OR
FAILURE TO PERFECT THE ADMINISTRATIVE AGENT'S LIEN AGAINST, ANY SECURITY FOR, OR
OTHER GUARANTY OF, THE GUARANTEED OBLIGATIONS OR ANY ACTION, OR THE ABSENCE OF
ANY ACTION, BY THE ADMINISTRATIVE AGENT OR ANY LENDER IN RESPECT OF SUCH
SECURITY OR GUARANTY (INCLUDING, WITHOUT LIMITATION, THE RELEASE OF ANY SUCH
SECURITY OR GUARANTY);
(IV)
ANY STRUCTURAL CHANGE IN, RESTRUCTURING OF OR
SIMILAR CHANGE OF THE BORROWER, THE PARENTAL ENTITY GUARANTORS, ANY GUARANTOR OR
ANY OF THEIR RESPECTIVE SUBSIDIARIES; OR
(V)
ANY OTHER ACTION OR CIRCUMSTANCES WHICH
MIGHT OTHERWISE CONSTITUTE A LEGAL OR EQUITABLE DISCHARGE OR DEFENSE OF A SURETY
OR GUARANTOR;
it being agreed by each Guarantor that, subject to the first sentence of
Section 2.2, its obligations under this Guaranty shall not be discharged until
the final indefeasible payment and performance, in full, of the Guaranteed
Obligations and the termination of the Commitments; provided that
notwithstanding anything to the contrary in this Section 2.5, a Guarantor may be
released from the Guaranteed Obligations and any other obligations hereunder
pursuant to Section 4.16 of this Guaranty.
(B)
EACH GUARANTOR HEREBY REPRESENTS AND
WARRANTS THAT ITS OBLIGATIONS UNDER THIS GUARANTY ARE NOT, AND AGREES THAT THE
GUARANTEED OBLIGATIONS AND ANY OTHER OBLIGATIONS HEREUNDER SHALL NOT BE, SUBJECT
TO ANY COUNTERCLAIMS, OFFSETS OR DEFENSES (OTHER THAN A DEFENSE OF PAYMENT) OF
ANY KIND AGAINST THE ADMINISTRATIVE AGENT, THE LENDERS OR THE BORROWER WHETHER
NOW EXISTING OR WHICH MAY ARISE IN THE FUTURE.
(C)
EACH GUARANTOR HEREBY AGREES AND
ACKNOWLEDGES THAT THE GUARANTEED OBLIGATIONS AND ANY OTHER OBLIGATIONS
HEREUNDER, AND ANY OF THEM, SHALL CONCLUSIVELY BE DEEMED TO HAVE BEEN CREATED,
CONTRACTED OR INCURRED, OR RENEWED, EXTENDED, AMENDED OR WAIVED, IN RELIANCE
UPON THIS GUARANTY, AND ALL DEALINGS BETWEEN THE BORROWER AND ANY OF THE
GUARANTORS, ON THE ONE HAND, AND THE ADMINISTRATIVE AGENT AND THE LENDERS, ON
THE OTHER HAND, LIKEWISE SHALL BE CONCLUSIVELY PRESUMED TO HAVE BEEN HAD OR
CONSUMMATED IN RELIANCE UPON THIS GUARANTY.
SECTION 2.6
Waivers.
To the extent permitted by
Applicable Laws, each Guarantor expressly waives all of the following rights and
defenses (and agrees not to take advantage of or assert any such right or
defense):
(A)
ANY RIGHTS IT MAY NOW OR IN THE FUTURE HAVE
UNDER ANY STATUTE, OR AT LAW OR IN EQUITY, OR OTHERWISE, TO COMPEL THE