THE OBLIGATIONS OR FOR THIS GUARANTEE OR ANY PROPERTY SUBJECT
THERETO.
WHEN MAKING ANY DEMAND HEREUNDER AGAINST ANY GUARANTOR, THE
ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY MAY, BUT SHALL BE UNDER NO
OBLIGATION TO, MAKE A SIMILAR DEMAND ON THE BORROWER OR ANY GUARANTOR OR
GUARANTOR, AND ANY FAILURE BY THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED
PARTY TO MAKE ANY SUCH DEMAND OR TO COLLECT ANY PAYMENTS FROM THE BORROWER OR
ANY GUARANTOR OR GUARANTOR OR ANY RELEASE OF THE BORROWER OR ANY GUARANTOR OR
GUARANTOR SHALL NOT RELIEVE ANY GUARANTOR IN RESPECT OF WHICH A DEMAND OR
COLLECTION IS NOT MADE OR ANY GUARANTOR NOT SO RELEASED OF ITS SEVERAL
OBLIGATIONS OR LIABILITIES HEREUNDER, AND SHALL NOT IMPAIR OR AFFECT THE RIGHTS
AND REMEDIES, EXPRESS OR IMPLIED, OR AS A MATTER OF LAW, OF THE ADMINISTRATIVE
AGENT OR ANY OTHER SECURED PARTY AGAINST ANY GUARANTOR.
FOR THE PURPOSES
HEREOF, "DEMAND" SHALL INCLUDE THE COMMENCEMENT AND CONTINUANCE OF ANY LEGAL
PROCEEDINGS.
7.
GUARANTEE ABSOLUTE AND UNCONDITIONAL.
EACH GUARANTOR WAIVES ANY AND ALL NOTICE OF THE CREATION, CONTRACTION,
INCURRENCE, RENEWAL, EXTENSION, AMENDMENT, WAIVER OR ACCRUAL OF ANY OF THE
OBLIGATIONS, AND NOTICE OF OR PROOF OF RELIANCE BY THE ADMINISTRATIVE AGENT OR
ANY OTHER SECURED PARTY UPON THIS GUARANTEE OR ACCEPTANCE OF THIS GUARANTEE, THE
OBLIGATIONS OR ANY OF THEM, SHALL CONCLUSIVELY BE DEEMED TO HAVE BEEN CREATED,
CONTRACTED OR INCURRED, OR
5
RENEWED, EXTENDED, AMENDED, WAIVED OR ACCRUED, IN RELIANCE UPON THIS GUARANTEE;
AND ALL DEALINGS BETWEEN THE BORROWER AND ANY OF THE GUARANTORS, ON THE ONE
HAND, AND THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, ON THE OTHER
HAND, LIKEWISE SHALL BE CONCLUSIVELY PRESUMED TO HAVE BEEN HAD OR CONSUMMATED IN
RELIANCE UPON THIS GUARANTEE.
EACH GUARANTOR WAIVES DILIGENCE, PRESENTMENT,
PROTEST, DEMAND FOR PAYMENT AND NOTICE OF DEFAULT OR NONPAYMENT TO OR UPON THE
BORROWER OR ANY OF THE GUARANTORS WITH RESPECT TO THE OBLIGATIONS.
EACH
GUARANTOR UNDERSTANDS AND AGREES THAT THIS GUARANTEE SHALL BE CONSTRUED AS A
CONTINUING, ABSOLUTE AND UNCONDITIONAL GUARANTEE OF PAYMENT WITHOUT REGARD TO
(A) THE VALIDITY, REGULARITY OR ENFORCEABILITY OF THE CREDIT AGREEMENT, ANY
OTHER CREDIT DOCUMENT, ANY LETTER OF CREDIT OR ANY HEDGE AGREEMENT, ANY OF THE
OBLIGATIONS OR ANY OTHER COLLATERAL SECURITY THEREFOR OR GUARANTEE OR RIGHT OF
OFFSET WITH RESPECT THERETO AT ANY TIME OR FROM TIME TO TIME HELD BY THE
ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY, (B) ANY DEFENSE, SET-OFF OR
COUNTERCLAIM (OTHER THAN A DEFENSE OF PAYMENT OR PERFORMANCE) THAT MAY AT ANY
TIME BE AVAILABLE TO OR BE ASSERTED BY THE BORROWER AGAINST THE ADMINISTRATIVE
AGENT OR ANY OTHER SECURED PARTY OR (C) ANY OTHER CIRCUMSTANCE WHATSOEVER (WITH
OR WITHOUT NOTICE TO OR KNOWLEDGE OF THE BORROWER OR SUCH GUARANTOR) THAT
CONSTITUTES, OR MIGHT BE CONSTRUED TO CONSTITUTE, AN EQUITABLE OR LEGAL
DISCHARGE OF THE BORROWER FOR THE OBLIGATIONS, OR OF SUCH GUARANTOR UNDER THIS
GUARANTEE, IN BANKRUPTCY OR IN ANY OTHER INSTANCE.
WHEN PURSUING ITS RIGHTS AND
REMEDIES HEREUNDER AGAINST ANY