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
WHICH MIGHT OTHERWISE CONSTITUTE A LEGAL OR EQUITABLE DISCHARGE OR DEFENSE
(OTHER THAN A DEFENSE OF PAYMENT) OF A SURETY OR GUARANTOR, IT BEING THE INTENT
OF THIS SUBSECTION 8.1(B) THAT THE OBLIGATIONS OF THE COMPANY HEREUNDER SHALL BE
ABSOLUTE AND UNCONDITIONAL UNDER ANY AND ALL CIRCUMSTANCES.
WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, IT IS AGREED THAT THE OCCURRENCE OF ANY ONE OR
MORE OF THE FOLLOWING SHALL NOT ALTER OR IMPAIR THE LIABILITY OF THE COMPANY
HEREUNDER WHICH SHALL REMAIN ABSOLUTE AND UNCONDITIONAL AS DESCRIBED ABOVE:
(A)
AT ANY TIME OR FROM TIME TO TIME, WITHOUT NOTICE TO THE COMPANY, THE TIME
FOR ANY PERFORMANCE OF OR COMPLIANCE WITH ANY OF THE GUARANTEED OBLIGATIONS
SHALL BE EXTENDED, OR SUCH PERFORMANCE OR COMPLIANCE SHALL BE WAIVED;
(B)
ANY OF THE ACTS MENTIONED IN ANY OF THE PROVISIONS OF THIS AGREEMENT OR THE
NOTES OR ANY LOAN DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT REFERRED TO
HEREIN OR THEREIN SHALL BE DONE OR OMITTED;
(C)
THE MATURITY OF ANY OF THE GUARANTEED OBLIGATIONS SHALL BE ACCELERATED, OR
ANY OF THE GUARANTEED OBLIGATIONS SHALL BE INCREASED OR SHALL BE MODIFIED,
SUPPLEMENTED OR AMENDED IN ANY RESPECT, OR ANY RIGHT UNDER THIS AGREEMENT OR THE
NOTES OR ANY LOAN DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT REFERRED TO
HEREIN OR THEREIN SHALL BE WAIVED OR ANY OTHER GUARANTEE OF ANY OF THE
GUARANTEED OBLIGATIONS OR ANY SECURITY THEREFORE SHALL BE RELEASED OR EXCHANGED
IN WHOLE OR IN PART OR OTHERWISE DEALT WITH;
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(D)
ANY BENEFICIARY OF THE GUARANTEED OBLIGATIONS PROCEEDING AGAINST THE
COMPANY WITHOUT PROCEEDING AGAINST ANY DESIGNATED BORROWER OR ANY OTHER PARTY.
Subject to paragraph (a) of this subsection 8.1, the Company hereby expressly
waives diligence, presentment, demand of payment, protest and all notices
whatsoever, and any requirement that the Agent or any Lender exhaust any right,
power or remedy or proceed against any Designated Borrower under this Agreement
or the Notes or any other Loan Documents or any other agreement or instrument
referred to herein or therein, or against any other Person under any other
guarantee of, or security for, any of the Guaranteed Obligations.
(C)
REINSTATEMENT.
THE OBLIGATIONS OF THE COMPANY UNDER THIS SUBSECTION 8.1
SHALL BE AUTOMATICALLY REINSTATED IF AND TO THE EXTENT THAT FOR ANY REASON ANY
PAYMENT BY OR ON BEHALF OF ANY DESIGNATED BORROWER IN RESPECT OF THE GUARANTEED
OBLIGATIONS IS RESCINDED OR MUST BE OTHERWISE RESTORED BY ANY HOLDER OF ANY OF
THE GUARANTEED OBLIGATIONS, WHETHER AS A RESULT OF ANY PROCEEDINGS IN BANKRUPTCY
OR REORGANIZATION OR OTHERWISE, AND EACH DESIGNATED BORROWER AGREES THAT IT WILL
INDEMNIFY THE AGENT, EACH SUB-AGENT AND EACH LENDER ON DEMAND FOR ALL REASONABLE
COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, FEES OF COUNSEL) INCURRED BY
THE AGENT OR SUCH LENDER IN CONNECTION WITH SUCH RESCISSION OR RESTORATION,
INCLUDING ANY SUCH COSTS AND