PRESERVATION OF THE RIGHTS OF
THE ADMINISTRATIVE AGENT AND THE LENDERS, AND REGARDLESS WHETHER BEFORE OR AFTER
DEFAULT OR THE ENTRY OF ANY JUDGMENT; (E) ANY OBLIGATION OR LIABILITY OF ANY
OTHER LOAN PARTY OR ANY OTHER SUBSIDIARY OF THE BORROWER ARISING OUT OF
OVERDRAFTS ON DEPOSITS OR OTHER ACCOUNTS OR OUT OF ELECTRONIC FUNDS (WHETHER BY
WIRE TRANSFER OR THROUGH AUTOMATED CLEARING HOUSES OR OTHERWISE) OR OUT OF THE
RETURN UNPAID OF, OR OTHER FAILURE OF ANY AGENT OR ANY LENDER TO RECEIVE FINAL
PAYMENT FOR, ANY CHECK, ITEM, INSTRUMENT, PAYMENT ORDER OR OTHER DEPOSIT OR
CREDIT TO A DEPOSIT OR OTHER ACCOUNT, OR OUT OF ANY AGENT'S OR ANY LENDER'S
NON-RECEIPT OF OR INABILITY TO COLLECT FUNDS OR OTHERWISE NOT BEING MADE WHOLE
IN CONNECTION WITH DEPOSITORY OR OTHER SIMILAR ARRANGEMENTS, AND (F) ANY
AMENDMENTS, EXTENSIONS, RENEWALS AND INCREASES OF OR TO ANY OF THE FOREGOING;
NOTWITHSTANDING THE FOREGOING PROVISIONS IN THIS DEFINITION, "OBLIGATIONS" SHALL
NOT INCLUDE EXCLUDED SWAP OBLIGATIONS (ALL OF THE FOREGOING OBLIGATIONS,
LIABILITIES AND INDEBTEDNESS ARE REFERRED TO HEREIN COLLECTIVELY AS THE
"GUARANTIED OBLIGATIONS" AND EACH AS A "GUARANTIED OBLIGATION"). WITHOUT
LIMITATION OF THE FOREGOING, ANY OF THE GUARANTIED OBLIGATIONS SHALL BE AND
REMAIN GUARANTIED OBLIGATIONS ENTITLED TO THE BENEFIT OF THIS GUARANTY EVEN IF
THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS (OR ANY ONE OR MORE ASSIGNEES OR
TRANSFEREES THEREOF) FROM TIME TO TIME ASSIGN OR OTHERWISE TRANSFER ALL OR ANY
PORTION OF THEIR RESPECTIVE RIGHTS AND OBLIGATIONS UNDER THE LOAN DOCUMENTS, OR
ANY OTHER GUARANTIED OBLIGATIONS, TO ANY OTHER PERSON. IN FURTHERANCE OF THE
FOREGOING, EACH GUARANTOR JOINTLY AND SEVERALLY AGREES AS FOLLOWS.
20. GUARANTY. EACH GUARANTOR HEREBY PROMISES TO PAY AND PERFORM ALL SUCH
GUARANTIED OBLIGATIONS IMMEDIATELY UPON DEMAND OF THE ADMINISTRATIVE AGENT AND
THE LENDERS OR ANY ONE OR MORE OF THEM. ALL PAYMENTS MADE HEREUNDER SHALL BE
MADE BY EACH GUARANTOR IN IMMEDIATELY AVAILABLE FUNDS IN, AS APPLICABLE, U.S.
DOLLARS OR THE APPLICABLE ORIGINAL CURRENCY, AND SHALL BE MADE WITHOUT SETOFF,
COUNTERCLAIM, WITHHOLDING, OR OTHER DEDUCTION OF ANY NATURE.
21. OBLIGATIONS ABSOLUTE. THE OBLIGATIONS OF THE GUARANTORS HEREUNDER SHALL NOT
BE DISCHARGED OR IMPAIRED OR OTHERWISE DIMINISHED BY ANY FAILURE, DEFAULT,
OMISSION, OR DELAY, WILLFUL OR OTHERWISE, BY ANY LENDER, THE ADMINISTRATIVE
AGENT, OR THE
125
BORROWER OR ANY OTHER OBLIGOR ON ANY OF THE GUARANTIED OBLIGATIONS, OR BY ANY
OTHER ACT OR THING OR OMISSION OR DELAY TO DO ANY OTHER ACT OR THING WHICH MAY
OR MIGHT IN ANY MANNER OR TO ANY EXTENT VARY THE RISK OF ANY GUARANTOR OR WOULD
OTHERWISE OPERATE AS A DISCHARGE OF ANY GUARANTOR AS A MATTER OF LAW OR EQUITY.
EACH OF THE GUARANTORS AGREES THAT THE GUARANTIED OBLIGATIONS WILL BE PAID AND
PERFORMED STRICTLY IN ACCORDANCE WITH THE TERMS OF THE LOAN DOCUMENTS OR ANY
LENDER-PROVIDED HEDGE OR ANY LENDER-PROVIDED TREASURY/CREDIT ARRANGEMENT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH GUARANTOR HEREBY CONSENTS
TO, AT ANY TIME AND FROM TIME TO TIME, AND THE JOINT AND SEVERAL OBLIGATIONS