LENDER IS REQUIRED TO REPAY SUCH REFUND TO SUCH GOVERNMENTAL
AUTHORITY.
THIS SECTION 5.06(F) SHALL NOT BE CONSTRUED TO REQUIRE
ADMINISTRATIVE AGENT OR ANY LENDER TO MAKE AVAILABLE ITS TAX RETURNS (OR ANY
OTHER INFORMATION RELATING TO ITS TAXES THAT IT DEEMS CONFIDENTIAL) TO BORROWER
OR ANY OTHER PERSON.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT WILL
ANY LENDER BE REQUIRED TO PAY ANY AMOUNT TO BORROWER THE PAYMENT OF WHICH WOULD
PLACE SUCH LENDER IN A LESS FAVORABLE NET AFTER-TAX POSITION THAN SUCH LENDER
WOULD HAVE BEEN IN IF THE ADDITIONAL AMOUNTS GIVING RISE TO SUCH REFUND OF ANY
TAXES HAD NEVER BEEN PAID.
ARTICLE VI.
GUARANTEES
SECTION 6.01.
THE GUARANTEES.
THE SUBSIDIARY GUARANTORS HEREBY JOINTLY AND
SEVERALLY GUARANTEE AS PRIMARY OBLIGORS AND NOT AS SURETIES TO EACH CREDITOR AND
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS THE PROMPT PAYMENT IN FULL WHEN DUE
(WHETHER AT STATED MATURITY, BY ACCELERATION OR OTHERWISE) OF THE PRINCIPAL OF
AND INTEREST (INCLUDING ANY INTEREST, FEES, COSTS OR CHARGES THAT WOULD ACCRUE
BUT FOR THE PROVISIONS OF THE BANKRUPTCY CODE AFTER ANY BANKRUPTCY OR INSOLVENCY
PETITION UNDER THE BANKRUPTCY CODE) ON THE LOANS MADE BY THE LENDERS TO, AND THE
NOTES HELD BY EACH LENDER OF, BORROWER, AND ALL OTHER OBLIGATIONS FROM TIME TO
TIME OWING TO THE CREDITORS BY ANY CREDIT PARTY UNDER ANY CREDIT DOCUMENT OR
SWAP CONTRACT ENTERED INTO WITH A SWAP PROVIDER, IN EACH CASE STRICTLY IN
ACCORDANCE WITH THE TERMS THEREOF, BUT, IN THE CASE OF SWAP CONTRACTS NOT IF
SUCH SWAP PROVIDER PROVIDES NOTICE TO BORROWER THAT IT DOES NOT WANT SUCH SWAP
CONTRACT TO BE SECURED (SUCH OBLIGATIONS BEING HEREIN COLLECTIVELY CALLED THE
"GUARANTEED OBLIGATIONS").
THE SUBSIDIARY GUARANTORS HEREBY JOINTLY AND
SEVERALLY AGREE THAT
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IF BORROWER OR OTHER SUBSIDIARY GUARANTOR(S) SHALL FAIL TO PAY IN FULL WHEN DUE
(WHETHER AT STATED MATURITY, BY ACCELERATION OR OTHERWISE) ANY OF THE GUARANTEED
OBLIGATIONS, SUCH SUBSIDIARY GUARANTORS WILL PROMPTLY PAY THE SAME, WITHOUT ANY
DEMAND OR NOTICE WHATSOEVER, AND THAT IN THE CASE OF ANY EXTENSION OF TIME OF
PAYMENT OR RENEWAL OF ANY OF THE GUARANTEED OBLIGATIONS, THE SAME WILL BE
PROMPTLY PAID IN FULL WHEN DUE (WHETHER AT EXTENDED MATURITY, BY ACCELERATION OR
OTHERWISE) IN ACCORDANCE WITH THE TERMS OF SUCH EXTENSION OR RENEWAL.
SECTION 6.02.
OBLIGATIONS UNCONDITIONAL.
THE OBLIGATIONS OF THE SUBSIDIARY
GUARANTORS UNDER SECTION 6.01 SHALL CONSTITUTE A GUARANTY OF PAYMENT AND ARE
ABSOLUTE, IRREVOCABLE AND UNCONDITIONAL, JOINT AND SEVERAL, IRRESPECTIVE OF THE
VALUE, GENUINENESS, VALIDITY, REGULARITY OR ENFORCEABILITY OF THE GUARANTEED
OBLIGATIONS OF BORROWER UNDER THIS AGREEMENT, THE NOTES OR ANY OTHER AGREEMENT
OR INSTRUMENT REFERRED TO HEREIN OR THEREIN, OR ANY SUBSTITUTION, RELEASE OR
EXCHANGE OF ANY OTHER GUARANTEE OF OR SECURITY FOR ANY OF THE GUARANTEED
OBLIGATIONS, AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
IRRESPECTIVE OF ANY OTHER CIRCUMSTANCE WHATSOEVER THAT MIGHT OTHERWISE
CONSTITUTE A LEGAL OR EQUITABLE DISCHARGE OR DEFENSE OF A SURETY OR SUBSIDIARY
GUARANTOR (EXCEPT FOR PAYMENT IN FULL).
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING,