LOANS MADE BY THE LENDERS TO, AND THE NOTES HELD BY EACH LENDER OF,
BORROWERS, AND ALL OTHER
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OBLIGATIONS FROM TIME TO TIME OWING TO THE SECURED PARTIES BY ANY LOAN PARTY
UNDER ANY LOAN DOCUMENT OR LENDER HEDGING AGREEMENT RELATING TO THE TERM LOANS,
IN EACH CASE STRICTLY IN ACCORDANCE WITH THE TERMS THEREOF (SUCH OBLIGATIONS
BEING HEREIN COLLECTIVELY CALLED THE "GUARANTEED OBLIGATIONS").
THE GUARANTORS
HEREBY JOINTLY AND SEVERALLY AGREE THAT IF ANY BORROWER OR OTHER GUARANTOR(S)
SHALL FAIL TO PAY IN FULL WHEN DUE (WHETHER AT STATED MATURITY, BY ACCELERATION
OR OTHERWISE) ANY OF THE GUARANTEED OBLIGATIONS, THE 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 7.02
OBLIGATIONS UNCONDITIONAL.
THE OBLIGATIONS OF THE GUARANTORS
UNDER SECTION 7.01 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 BORROWERS UNDER THIS AGREEMENT, THE NOTES, IF ANY, 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 GUARANTOR
(EXCEPT FOR PAYMENT IN FULL).
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 GUARANTORS HEREUNDER WHICH SHALL REMAIN
ABSOLUTE, IRREVOCABLE AND UNCONDITIONAL UNDER ANY AND ALL CIRCUMSTANCES AS
DESCRIBED ABOVE:
(A)
THE GENUINENESS, VALIDITY, REGULARITY,
ENFORCEABILITY OR ANY FUTURE AMENDMENT OF, OR CHANGE IN, THIS AGREEMENT, ANY
OTHER LOAN DOCUMENT OR ANY OTHER AGREEMENT, DOCUMENT OR INSTRUMENT TO WHICH A
BORROWER IS OR MAY BECOME A PARTY;
(B)
THE ABSENCE OF ANY ACTION TO ENFORCE THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE WAIVER OR CONSENT BY ADMINISTRATIVE
AGENT AND LENDERS WITH RESPECT TO ANY OF THE PROVISIONS THEREOF;
(C)
THE EXISTENCE, VALUE OR CONDITION OF, OR
FAILURE TO PERFECT ITS LIEN AGAINST, ANY SECURITY FOR THE OBLIGATIONS OR ANY
ACTION, OR THE ABSENCE OF ANY ACTION, BY ADMINISTRATIVE AGENT AND LENDERS IN
RESPECT THEREOF (INCLUDING THE RELEASE OF ANY SUCH SECURITY);
(D)
THE INSOLVENCY OF A BORROWER OR ANY OTHER
GUARANTOR;
(E)
AT ANY TIME OR FROM TIME TO TIME, WITHOUT
NOTICE TO THE GUARANTORS, 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;
(F)
ANY OF THE ACTS MENTIONED IN ANY OF THE
PROVISIONS OF THIS AGREEMENT